Exhibit 10.3

    


    
      

      

    

     

    
      [Published
CUSIP Number: _______]

       

      


    

    L/C
CREDIT AGREEMENT

     

    Dated as
of June 30, 2008

     

    among

     

    WESTERN
REFINING, INC.,

    as the
Borrower,

     

    BANK
OF AMERICA, N.A.,

    as
Administrative Agent

     

    and L/C
Issuer

     

    and

     

    The
Lenders Party Hereto

     

     

    
      

      

    

    
      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

    

    TABLE
OF CONTENTS

     

    
      
        	 
      	 	 
      	
                Page

              
	 	 	 	 
	 	 	 	 
	
                ARTICLE
      I

              	 	
                DEFINITIONS
      AND ACCOUNTING TERMS

              	
                1

              
	
                1.01

              	 	
                Defined
      Terms

              	
                1

              
	
                1.02

              	 	
                Other
      Interpretive Provisions

              	
                28

              
	
                1.03

              	 	
                Accounting
      Terms

              	
                28

              
	
                1.04

              	 	
                Rounding

              	
                29

              
	
                1.05

              	 	
                Times
      of Day

              	
                29

              
	
                1.06

              	 	
                Letter
      of Credit Amounts

              	
                29

              
	 	 	 	 
	
                ARTICLE
      II

              	 	
                THE
      COMMITMENTS AND L/C CREDIT EXTENSIONS

              	
                29

              
	
                2.01

              	 	
                Reserved

              	
                29

              
	
                2.02

              	 	
                Reserved

              	
                29

              
	
                2.03

              	 	
                Letters
      of Credit

              	
                30

              
	
                2.04

              	 	
                Reserved

              	
                39

              
	
                2.05

              	 	
                Prepayments

              	
                39

              
	
                2.06

              	 	
                Termination
      or Reduction of Commitments

              	
                39

              
	
                2.07

              	 	
                Reserved

              	
                40

              
	
                2.08

              	 	
                Interest

              	
                40

              
	
                2.09

              	 	
                Fees

              	
                40

              
	
                2.10

              	 	
                (a)
      Computation of Interest and Fees; Retroactive Adjustments of Applicable
      Rate

              	
                41

              
	
                2.11

              	 	
                Evidence
      of Debt

              	
                42

              
	
                2.12

              	 	
                Payments
      Generally; Administrative Agent's Clawback

              	
                42

              
	
                2.13

              	 	
                Sharing
      of Payments by Lenders

              	
                43

              
	
                2.14

              	 	
                Borrowing
      Base Determinations; Mandatory Prepayments

              	
                44

              
	
                2.15

              	 	
                Security

              	
                45

              
	
                2.16

              	 	
                Increase
      in Commitments to $200,000,000

              	
                45

              
	 	 	 	 
	
                ARTICLE
      III

              	 	
                TAXES,
      YIELD PROTECTION AND ILLEGALITY

              	
                46

              
	
                3.01

              	 	
                Taxes

              	
                46

              
	
                3.02

              	 	
                Reserved

              	
                48

              
	
                3.03

              	 	
                Reserved

              	
                48

              
	
                3.04

              	 	
                Increased
      Costs

              	
                48

              
	
                3.05

              	 	
                Reserved

              	
                50

              
	
                3.06

              	 	
                Mitigation
      Obligations; Replacement of Lenders

              	
                50

              
	
                3.07

              	 	
                Survival

              	
                50

              
	 	 	 	 
	
                ARTICLE
      IV

              	 	
                CONDITIONS
      PRECEDENT TO L/C CREDIT EXTENSIONS

              	
                50

              
	
                4.01

              	 	
                Conditions
      to Effectiveness

              	
                50

              
	
                4.02

              	 	
                Conditions
      to all L/C Credit Extensions

              	
                52

              
	 	 	 	 
	
                ARTICLE
      V

              	 	
                REPRESENTATIONS
      AND WARRANTIES

              	
                52

              
	
                5.01

              	 	
                Existence,
      Qualification and Power; Compliance with Laws

              	
                52

              


      

       

       

      
        
          
          

        

        
          -i-

          
            

          

        

        
          
          

        

      

       

      TABLE OF CONTENTS

      (Continued)

       

      
        	 	 	 	
                Page

              
	 	 	 	 
	 	 	 	 
	
                5.02

              	 	
                Authorization;
      No Contravention

              	
                53

              
	
                5.03

              	 	
                Governmental
      Authorization; Other Consents

              	
                53

              
	
                5.04

              	 	
                Binding
      Effect

              	
                53

              
	
                5.05

              	 	
                Financial
      Statements; No Material Adverse Effect

              	
                53

              
	
                5.06

              	 	
                Litigation

              	
                54

              
	
                5.07

              	 	
                No
      Default

              	
                54

              
	
                5.08

              	 	
                Ownership
      of Property; Liens

              	
                54

              
	
                5.09

              	 	
                Environmental
      Compliance

              	
                54

              
	
                5.10

              	 	
                Insurance

              	
                54

              
	
                5.11

              	 	
                Taxes

              	
                54

              
	
                5.12

              	 	
                ERISA
      Compliance

              	
                55

              
	
                5.13

              	 	
                Subsidiaries;
      Equity Interests

              	
                55

              
	
                5.14

              	 	
                Margin
      Regulations; Investment Company Act

              	
                56

              
	
                5.15

              	 	
                Disclosure

              	
                56

              
	
                5.16

              	 	
                Compliance
      with Laws

              	
                56

              
	
                5.17

              	 	
                Intellectual
      Property; Licenses, etc

              	
                56

              
	
                5.18

              	 	
                Solvency

              	
                57

              
	
                5.19

              	 	
                Collateral
      Documents

              	
                57

              
	 	 	 	 
	
                ARTICLE
      VI

              	 	
                AFFIRMATIVE
      COVENANTS

              	
                57

              
	
                6.01

              	 	
                Financial
      Statements

              	
                57

              
	
                6.02

              	 	
                Certificates;
      Field Audits; Other Information

              	
                58

              
	
                6.03

              	 	
                Notices

              	
                61

              
	
                6.04

              	 	
                Payment
      of Obligations

              	
                62

              
	
                6.05

              	 	
                Preservation
      of Existence, etc

              	
                62

              
	
                6.06

              	 	
                Maintenance
      of Properties

              	
                62

              
	
                6.07

              	 	
                Maintenance
      of Insurance

              	
                62

              
	
                6.08

              	 	
                Compliance
      with Laws and Contractual Obligations

              	
                64

              
	
                6.09

              	 	
                Books
      and Records

              	
                64

              
	
                6.10

              	 	
                Inspection
      Rights; Field Audits

              	
                64

              
	
                6.11

              	 	
                Use
      of Proceeds

              	
                65

              
	
                6.12

              	 	
                Guarantors;
      Additional Security Agreements

              	
                65

              
	
                6.13

              	 	
                Reserved

              	
                67

              
	
                6.14

              	 	
                Further
      Assurances

              	
                67

              
	 	 	 	 
	
                ARTICLE
      VII

              	 	
                NEGATIVE
      COVENANTS

              	
                67

              
	
                7.01

              	 	
                Liens

              	
                67

              
	
                7.02

              	 	
                Investments

              	
                69

              
	
                7.03

              	 	
                Indebtedness

              	
                70

              
	
                7.04

              	 	
                Fundamental
      Changes

              	
                72

              
	
                7.05

              	 	
                Dispositions

              	
                72

              
	
                7.06

              	 	
                Restricted
      Payments

              	
                73

              


      

       

       

      
        
          
          

        

        
          -ii-

          
            

          

        

        
          
          

        

      

       

      
        TABLE OF CONTENTS

        (Continued)

      

       

      
        	 	 	 	
                Page

              
	 	 	 	 
	 	 	 	 
	
                7.07

              	 	
                Change
      in Nature of Business

              	
                74

              
	
                7.08

              	 	
                Transactions
      with Affiliates

              	
                74

              
	
                7.09

              	 	
                Burdensome
      Agreements

              	
                74

              
	
                7.10

              	 	
                Use
      of Proceeds

              	
                75

              
	
                7.11

              	 	
                Financial
      Covenants

              	
                75

              
	
                7.12

              	 	
                Capital
      Expenditures

              	
                76

              
	
                7.13

              	 	
                Prepayment
      of Certain Other Indebtedness

              	
                76

              
	
                7.14

              	 	
                Amendments
      to Term Loan Documents

              	
                76

              
	
                7.15

              	 	
                Amendments
      to Revolver Loan Documents

              	
                76

              
	 	 	 	 
	
                ARTICLE
      VIII

              	 	
                EVENTS
      OF DEFAULT AND REMEDIES

              	
                77

              
	
                8.01

              	 	
                Events
      of Default

              	
                77

              
	
                8.02

              	 	
                Remedies
      Upon Event of Default

              	
                79

              
	
                8.03

              	 	
                Application
      of Funds

              	
                80

              
	 	 	 	 
	
                ARTICLE
      IX

              	 	
                ADMINISTRATIVE
      AGENT

              	
                81

              
	
                9.01

              	 	
                Appointment
      and Authority

              	
                81

              
	
                9.02

              	 	
                Rights
      as a Lender

              	
                81

              
	
                9.03

              	 	
                Exculpatory
      Provisions

              	
                82

              
	
                9.04

              	 	
                Reliance
      by Administrative Agent

              	
                83

              
	
                9.05

              	 	
                Delegation
      of Duties

              	
                83

              
	
                9.06

              	 	
                Resignation
      of Administrative Agent

              	
                83

              
	
                9.07

              	 	
                Non-Reliance
      on Administrative Agent and Other Lenders

              	
                84

              
	
                9.08

              	 	
                No
      Other Duties, etc

              	
                84

              
	
                9.09

              	 	
                Administrative
      Agent May File Proofs of Claim

              	
                84

              
	
                9.10

              	 	
                Collateral
      and Guaranty Matters

              	
                85

              
	 	 	 	 
	
                ARTICLE
      X

              	 	
                MISCELLANEOUS

              	
                87

              
	
                10.01

              	 	
                Amendments,
      etc

              	
                87

              
	
                10.02

              	 	
                Notices;
      Effectiveness; Electronic Communication

              	
                89

              
	
                10.03

              	 	
                No
      Waiver; Cumulative Remedies

              	
                91

              
	
                10.04

              	 	
                Expenses;
      Indemnity; Damage Waiver

              	
                91

              
	
                10.05

              	 	
                Payments
      Set Aside

              	
                93

              
	
                10.06

              	 	
                Successors
      and Assigns

              	
                93

              
	
                10.07

              	 	
                Treatment
      of Certain Information; Confidentiality

              	
                97

              
	
                10.08

              	 	
                Right
      of Setoff

              	
                98

              
	
                10.09

              	 	
                Interest
      Rate Limitation

              	
                99

              
	
                10.10

              	 	
                Counterparts;
      Integration; Effectiveness

              	
                99

              
	
                10.11

              	 	
                Survival
      of Representations and Warranties

              	
                99

              
	
                10.12

              	 	
                Severability

              	
                99

              
	
                10.13

              	 	
                Replacement
      of Lenders

              	
                100

              
	
                10.14

              	 	
                Governing
      Law; Jurisdiction; etc

              	
                100

              


      

       

       

      
        
          
          

        

        
          -iii-

          
            

          

        

        
          
          

        

      

       

      
        TABLE OF CONTENTS

        (Continued)

      

       

      
        	 	 	 	
                Page

              
	 	 	 	 
	 	 	 	 
	
                10.15

              	 	
                Waiver
      of Jury Trial

              	
                101

              
	
                10.16

              	 	
                No
      Advisory or Fiduciary Responsibility

              	
                102

              
	
                10.17

              	 	
                USA
      Patriot Act Notice

              	
                102

              
	
                10.18

              	 	
                OTHER
      LIENS ON COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC

              	
                102

              
	
                10.19

              	 	
                Reserved

              	
                103

              
	
                10.20

              	 	
                Reserved

              	
                103

              
	
                10.21

              	 	
                ENTIRE
      AGREEMENT

              	
                104

              


      

      


      SCHEDULES

       

      
        	
                2.01

              	
                Commitments
      and Applicable Percentages

              
	
                5.06

              	
                Certain
      Litigation

              
	
                5.13

              	
                Subsidiaries
      and Other Equity Interests

              
	
                7.01

              	
                Existing
      Liens

              
	
                7.02

              	
                Investments

              
	
                10.02

              	
                Administrative
      Agent's Office; Certain Addresses for
Notices

              


      

      


      EXHIBITS

      


      Form
of

      


      
        	
                A

              	
                Compliance
      Certificate

              
	
                B

              	
                Assignment
      and Assumption

              
	
                C

              	
                Borrowing
      Base Report

              
	
                D

              	
                Security
      Agreement

              
	
                E

              	
                Guaranty

              
	
                F

              	
                L/C
      Intercreditor Agreement

              


      

       

       

      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

        

      

      
 
L/C
CREDIT AGREEMENT

     

    This L/C
CREDIT AGREEMENT ("this "Agreement") is
entered into as of June 30, 2008, among WESTERN REFINING, INC., a Delaware
corporation (the "Borrower"), each
lender from time to time party hereto (collectively, the "Lenders," and each
individually, a "Lender"), and BANK OF
AMERICA, N.A., as Administrative Agent, L/C Issuer and a Lender.

     

    The
Borrower has requested that the Lenders provide a revolving letter of credit
facility for the Borrower, the Lenders have indicated their willingness to make
available to the Borrower a revolving letter of credit facility and the L/C
Issuer has indicated its willingness to issue Letters of Credit, in each case on
the terms and subject to the conditions set forth herein.

     

    In
consideration of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree as follows:

     

    ARTICLE
I

     

    DEFINITIONS AND ACCOUNTING
TERMS

     

    1.01       
Defined
Terms.  As used in this Agreement, the following terms shall
have the meanings set forth below:

     

    "Acquisition" means
any transaction or series of related transactions resulting in, directly or
indirectly, (a) the purchase or other acquisition (in one transaction or a
series of transactions) of a material asset of another Person such as a
Refinery, or assets of another Person that constitute a business unit or all or
a substantial part of the business of such Person, or (b) the acquisition
of all of the Equity Interests of a Person.

     

    "Administrative Agent"
means Bank of America, in its capacity as administrative agent under any of the
Loan Documents, or any successor administrative agent.

     

    "Administrative Agent's
Office" means the Administrative Agent's address and, as appropriate,
account as set forth on Schedule 10.02,
or such other address or account as the Administrative Agent may from time to
time provide to the Borrower and the Lenders.

     

    "Administrative
Questionnaire" means an Administrative Questionnaire in a form supplied
by the Administrative Agent.

     

    "Affiliate" means,
with respect to any Person, another Person that directly, or indirectly through
one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.

     

    "Aggregate
Availability" means the total Availability under this Agreement plus
"Availability" as defined in the Revolving Credit Agreement.

     

    "Aggregate
Commitments" means the Commitments of all the Lenders.

     

    "Agreed Order Overage"
has the meaning set forth in Section 6.07(b).

     

     

    
      
        
        

      

      
        L/C CREDIT
AGREEMENT - Page 1

        
          

        

      

      
        
        

      

    

     

    "Agreement" means this
L/C Credit Agreement, as the same may hereafter be renewed, extended, amended or
restated from time to time.

     

    "Albuquerque Terminal"
means the terminal owned and operated by Western Refining Terminals, Inc.,
located in or near Albuquerque, New Mexico.

     

    "Applicable
Percentage" means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments
represented by such Lender's Commitment at such time.  If the
commitment of each Lender to participate in L/C Obligations and the obligation
of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02 or
if the Aggregate Commitments have expired, then the Applicable Percentage of
each Lender shall be determined based on the Applicable Percentage of such
Lender most recently in effect, giving effect to any subsequent
assignments.  The initial Applicable Percentage of each Lender is set
forth opposite the name of such Lender on Schedule 2.01 or
in the Assignment and Assumption pursuant to which such Lender becomes a party
hereto, as applicable.

     

    "Applicable Rate"
means, from time to time, the following percentages per annum, based upon the
Consolidated Leverage Ratio as set forth below:

     

    
      	 
      	 
      	 
      	 
      
	
              Pricing

              Level

            	
              Consolidated

              Leverage
      Ratio

            	
              Letters
      of

              Credit

            	
              Commitment

              Fee

            
	
              1

            	
              ≤
      1.5

            	
              2.25%

            	
              0.50%

            
	
              2

            	
              >
      1.5 but ≤ 2.0

            	
              2.375%

            	
              0.50%

            
	
              3

            	
              >
      2.0 but ≤ 3.0

            	
              2.50%

            	
              0.50%

            
	
              4

            	
              >
      3.0 but ≤ 3.5

            	
              2.75%

            	
              0.50%

            
	
              5

            	
              >
      3.5 but ≤ 4.0

            	
              3.00%

            	
              0.50%

            
	
              6

            	
              >
      4.0

            	
              3.50%

            	
              0.50%

            


    

    


    Any
increase or decrease in the Applicable Rate resulting from a change in the
Consolidated Leverage Ratio shall become effective as of the first Business Day
immediately following the date the Compliance Certificate is delivered pursuant
to Section 6.02(b)
hereof; provided, however, that if a
Compliance Certificate is not delivered when due in accordance with such
Section, the highest Pricing Level shall apply as of the first Business Day
after the date on which such Compliance Certificate was required to be
delivered.

     

    The
Applicable Rate in effect from the Closing Date through the date of the first
adjustment pursuant to the preceding paragraph shall be Pricing Level
6.

     

    Notwithstanding
anything to the contrary in this definition, the determination of the Applicable
Rate for any period shall be subject to the provisions of Section 2.10(b).

     

     

    
      
        
        

      

      
        L/C CREDIT
AGREEMENT - Page 2

        
          

        

      

      
        
        

      

    

     

    "Approved Fund" means
any Fund that is administered or managed by (a) a Lender, (b) an
Affiliate of a Lender or (c) an entity or an Affiliate of an entity that
administers or manages a Lender.

     

    "Arranger" means Banc
of America Securities LLC, in its capacity as sole lead arranger and sole book
manager.

     

    "Assignee Group" means
two or more Eligible Assignees that are Affiliates of one another or two or more
Approved Funds managed by the same investment advisor.

     

    "Assignment and
Assumption" means an assignment and assumption entered into by a Lender
and an assignee (with the consent of any party whose consent is required by
Section
10.06(b)), and accepted by the Administrative Agent, in substantially the
form of Exhibit B or any
other form approved by the Administrative Agent.

     

    "Attributable
Indebtedness" means, on any date, (a) in respect of any capital
lease of any Person, the capitalized amount thereof that would appear on a
balance sheet of such Person prepared as of such date in accordance with GAAP,
and (b) in respect of any Synthetic Lease Obligation, the capitalized
amount of the remaining lease payments under the relevant lease that would
appear on a balance sheet of such Person prepared as of such date in accordance
with GAAP if such lease were accounted for as a capital lease.

     

    "Audited Financial
Statements" means the audited consolidated balance sheet of the Borrower
and its Subsidiaries for the fiscal year ended December 31, 2007, and the
related consolidated statements of income or operations, shareholders' equity
and cash flows for such fiscal year of the Borrower and its Subsidiaries,
including the notes thereto.

     

    "Availability" means,
at any time, (a) the lesser of (i) the Aggregate Commitments and
(ii) the Borrowing Base, minus (b) the
Total Outstanding Amount.

     

    "Availability Period"
means the period from and including the Closing Date to the earliest of
(a) the Maturity Date, (b) the date of termination of the Commitments
pursuant to Section 2.06,
and (c) the date of termination of the Commitment of each Lender pursuant
to Section 8.02.

     

    "Bank of America"
means Bank of America, N.A. and its successors.

     

    "Barrel" means a
volume of forty-two (42) US gallons corrected for temperature to sixty
(60) degrees Fahrenheit.

     

    "Base Rate" means for
any day a fluctuating rate per annum equal to the higher of (a) the Federal
Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such
day as publicly announced from time to time by Bank of America as its "prime
rate."  The "prime rate" is a rate
set by Bank of America based upon various factors including Bank of America's
costs and desired return, general economic conditions and other factors, and is
used as a reference point for pricing some loans, which may be priced at, above,
or below such announced rate.  Any change in such rate announced by
Bank of America shall take effect at the opening of business on the day
specified in the public announcement of such change.

     

     

    
      
        
        

      

      
        L/C CREDIT
AGREEMENT - Page 3

        
          

        

      

      
        
        

      

    

     

    "Bloomfield Refinery"
means the refinery owned by San Juan, and operated by Western Refining
Southwest, Inc., located in or near Farmington, New Mexico.

     

    "Borrower" has the
meaning specified in the introductory paragraph hereto.

     

    "Borrowing Base" means
the amount calculated monthly or weekly, as applicable, pursuant to Section 2.14(a)
based upon information contained in the Borrowing Base Report.

     

    "Borrowing Base
Assets" means Eligible Accounts Receivable, Eligible Refinery Hydrocarbon
Inventory, Eligible Lubricants Inventory, and Eligible In-Transit Crude
Oil.

     

    "Borrowing Base
Report" means a report substantially in the form of Exhibit C
hereto.

     

    "Business Day" means
any day other than a Saturday, Sunday or other day on which commercial banks are
authorized to close under the Laws of, or are in fact closed in, the state where
the Administrative Agent's Office is located.

     

    "Capital Expenditures"
means, with respect to any Person for any period, any expenditure in respect of
the purchase or other acquisition of any fixed or capital asset (excluding
normal replacements and maintenance which are properly charged to current
operations).  For purposes of this definition, (a) the purchase
price of equipment that is purchased simultaneously with the trade-in of
existing equipment or with insurance proceeds shall be included in Capital
Expenditures only to the extent of the gross amount by which such purchase price
exceeds the credit granted by the seller of such equipment for the equipment
being traded in at such time or the amount of such insurance proceeds, as the
case may be, and (b) the term "Capital Expenditures" shall not include
Investments.

     

    "Cash Collateralize"
has the meaning specified in Section 2.03(g).

     

    "Cash Equivalents"
means

     

    (a)           readily
marketable obligations issued or directly and fully guaranteed or insured by the
United States of America or any agency or instrumentality thereof having
maturities of not more than 360 days from the date of acquisition thereof;
provided that the full faith and credit of the United States of America is
pledged in support thereof;

     

    (b)           time
deposits with, or insured certificates of deposit or bankers' acceptances of,
any commercial bank that (i) (A) is a Lender or (B) is organized
under the laws of the United States of America, any state thereof or the
District of Columbia or is the principal banking subsidiary of a bank holding
company organized under the laws of the United States of America, any state
thereof or the District of Columbia, and is a member of the Federal Reserve
System, (ii) issues (or the parent of which issues) commercial paper rated
as described in clause (c) of this definition and (iii) has combined
capital and surplus of at least $1,000,000,000, in each case with maturities of
not more than 180 days from the date of acquisition thereof;

     

    (c)           commercial
paper issued by any Person organized under the laws of any state of the United
States of America and rated at least "Prime-2" (or the then equivalent grade) by
Moody's or at least "A-2" (or the then equivalent 

     

     

    
      
        
        

      

      
        L/C CREDIT
AGREEMENT - Page 4

        
          

        

      

      
        
        

      

    

     

     

    grade) by
S&P, in each case with maturities of not more than 180 days from the
date of acquisition thereof; provided that if any such commercial paper is not
rated at least "Prime-1" (or the then equivalent grade) by Moody's or at least
"A-1" (or the then equivalent grade) by S&P, then in order to be considered
a permissible Investment for purposes of Section 7.02(a),
the following limitation shall apply: the Borrower and its Subsidiaries shall
not hold more than $40,000,000 in the aggregate of such commercial paper issued
by a single issuer; and

     

    (d)           Investments,
classified in accordance with GAAP as current assets of the Borrower or any of
its Subsidiaries, in money market investment programs registered under the
Investment Company Act of 1940, which are administered by financial institutions
that have the highest rating obtainable from either Moody's or S&P, and the
portfolios of which are limited solely to Investments of the character, quality
and maturity described in clauses (a), (b) and (c) of this
definition.

     

    "Casualty Proceeds
Account" has the meaning set forth in Section
6.07(f).

     

    "Change in Law" means
the occurrence, after the date of this Agreement, of any of the following:
(a) the adoption or taking effect of any law, rule, regulation or treaty,
(b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental
Authority or (c) the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental
Authority.

     

    "Change of Control"
means an event or series of events by which:

     

    (a)           any
"person" or "group" (as such terms are used in Sections 13(d) and
14(d) of the
Securities Exchange Act of 1934, but excluding any employee benefit plan of such
person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan), other than
the Existing Owners, becomes the "beneficial owner" (as defined in Rules 13d-3
and 13d-5 under the Securities Exchange Act of 1934, except that a person or
group shall be deemed to have "beneficial ownership" of all securities that such
person or group has the right to acquire, whether such right is exercisable
immediately or only after the passage of time (such right, an "option right")),
directly or indirectly, of 30% or more of (i) the direct or indirect Equity
Interests of the Borrower or (ii) the Equity Interests of the Borrower entitled
to vote for members of the board of directors or equivalent governing body of
the Borrower on a fully-diluted basis (and taking into account all such
securities that such person or group has the right to acquire pursuant to any
option right); provided, however, that to the
extent a change in "beneficial ownership" in such Equity Interests results from
the issuance of new Equity Interests in the Borrower, with a corresponding
payment in cash to the Borrower for the acquisition of such Equity Interests,
the acquisition of up to 40% of the "beneficial ownership" of such Equity
Interests shall not constitute a "Change of Control";

     

    (b)           during
any period of 12 consecutive months, a majority of the members of the board of
directors or other equivalent governing body of the Borrower cease to be
composed of individuals (i) who were members of that board or equivalent
governing 

     

     

    
      
        
        

      

      
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    body on
the first day of such period, (ii) whose election or nomination to that
board or equivalent governing body was approved by individuals referred to in
clause (i) above constituting at the time of such election or nomination at
least a majority of that board or equivalent governing body or (iii) whose
election or nomination to that board or other equivalent governing body was
approved by individuals referred to in clauses (i) and (ii) above
constituting at the time of such election or nomination at least a majority of
that board or equivalent governing body (excluding, in the case of both clause
(ii) and clause (iii), any individual whose initial nomination for, or
assumption of office as, a member of that board or equivalent governing body
occurs as a result of an actual or threatened solicitation of proxies or
consents for the election or removal of one or more directors by any person or
group other than a solicitation for the election of one or more directors by or
on behalf of the board of directors); or

     

    (c)           any
Person or two or more Persons, other than the Existing Owners, acting in concert
shall have acquired by contract or otherwise, or shall have entered into a
contract or arrangement that, upon consummation thereof, will result in its or
their acquisition of the power to exercise, directly or indirectly, a
controlling influence over the management or policies of the Borrower, or
control over the Equity Interests of the Borrower entitled to vote for members
of the board of directors or equivalent governing body of the Borrower on a
fully-diluted basis (and taking into account all such securities that such
Person or group has the right to acquire pursuant to any option right)
representing 30% or more of the combined voting power of such
securities.

     

    "Ciniza Refinery"
means the refinery owned and operated by Western Refining Southwest, Inc.,
located in or near Gallup, New Mexico.

     

    "Closing Date" means
the first date all the conditions precedent in Section 4.01 are
satisfied or waived in accordance with Section 10.01.

     

    "Code" means the
Internal Revenue Code of 1986.

     

    "Collateral" means all
property and interests in property and proceeds thereof now owned or hereafter
acquired by the Borrower or any Guarantor and their respective Subsidiaries in
or upon which a Lien now or hereafter exists in favor of the Administrative
Agent, for the benefit of the Lender Secured Parties, whether under this
Agreement or under any other document executed by any such Person and delivered
to the Administrative Agent or any Secured Party.

     

    "Collateral Documents"
means, collectively, (a) the Security Agreements, each Deposit Account
Control Agreement, each Investment Account Control Agreement, the Guaranties and
all other security agreements, mortgages, deeds of trust, patent and trademark
assignments, lease assignments, guaranties and other similar agreements executed
by the Borrower, any Subsidiary, or any Guarantor in favor of the Administrative
Agent, for the benefit of the Lender Secured Parties, now or hereafter delivered
to the Administrative Agent or any Lender Secured Parties pursuant to or in
connection with the transactions contemplated hereby, and all financing
statements (or comparable documents now or hereafter filed in accordance with
the UCC or comparable law) against the Borrower, any Subsidiary or any
Guarantor, as debtor, in favor of the Administrative Agent, for the benefit of
the Lender Secured Parties, as secured party, and

     

     

    
      
        
        

      

      
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     (b) any
amendments, supplements, modifications, renewals, replacements, consolidations,
substitutions and extensions of any of the foregoing.

     

    "Commitment" means, as
to each Lender, its obligation to purchase participations in L/C Obligations in
an aggregate principal amount at any one time outstanding not to exceed the
amount set forth opposite such Lender's name on Schedule 2.01 or
in the Assignment and Assumption or joinder agreement pursuant to which such
Lender becomes a party hereto, as applicable, as such amount may be adjusted
from time to time in accordance with this Agreement.

     

    "Compliance
Certificate" means a certificate substantially in the form of Exhibit A.

     

    "Consolidated EBITDA"
means, for any period, for the Borrower and its Subsidiaries on a consolidated
basis, an amount equal to Consolidated Net Income for such period plus
(a) the following to the extent deducted in calculating such Consolidated
Net Income: (i) Consolidated Interest Charges for such period,
(ii) the provision for Federal, state, local and foreign income taxes
payable by the Borrower and its Subsidiaries for such period,
(iii) depreciation and amortization expense and (iv) other
non-recurring expenses of the Borrower and its Subsidiaries reducing such
Consolidated Net Income which do not represent a cash item in such period or any
future period and minus (b) the following to the extent included in
calculating such Consolidated Net Income: all non-cash items increasing
Consolidated Net Income for such period.

     

    If, since
the beginning of any four fiscal quarter period for which Consolidated EBITDA is
being determined, the Borrower or a Subsidiary shall have consummated an
Acquisition, then Consolidated EBITDA for such period shall be calculated giving
pro forma effect to such Acquisition (including the revenues of the properties
acquired), as if such Acquisition had occurred on the first day of such
period.  Such pro forma adjustments shall be calculated in a manner
satisfactory to the Administrative Agent.

     

    "Consolidated Interest
Charges" means, for any period, for the Borrower and its Subsidiaries on
a consolidated basis, the sum of (a) all interest, premium payments, debt
discount, fees, charges and related expenses of the Borrower and its
Subsidiaries in connection with borrowed money (including capitalized interest)
or in connection with the deferred purchase price of assets, in each case to the
extent treated as interest in accordance with GAAP, (b) the portion of rent
expense of the Borrower and its Subsidiaries with respect to such period under
capital leases that is treated as interest in accordance with GAAP, (c) interest
expense attributable to Synthetic Lease Obligations, and (d) cash dividends paid
to preferred stockholders under Section
7.06(c).

     

    "Consolidated Interest
Coverage Ratio" means, as of any date of determination, the ratio of (a)
Consolidated EBITDA for the period of the four prior fiscal quarters ending on
such date to (b) Consolidated Interest Charges for such period; provided, however, that for the
fiscal quarter ending September 30, 2008, the ratio shall be calculated for the
period of two consecutive fiscal quarters ending on such date, and for the
fiscal quarter ending December 31, 2008, the ratio shall be calculated for the
period of three consecutive fiscal quarters ending on such date.

     

     

    
      
        
        

      

      
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    "Consolidated Leverage
Ratio" means, as of any date of determination, the ratio of
(a) Consolidated Total Indebtedness as of such date to
(b) Consolidated EBITDA for the period of the four fiscal quarters most
recently ended.

     

    "Consolidated Net
Income" means, for any period, for the Borrower and its Subsidiaries on a
consolidated basis, the net income of the Borrower and its Subsidiaries as
determined in accordance with GAAP (excluding extraordinary gains and
extraordinary losses) for that period; provided, that, there shall be
excluded from such net income (to the extent otherwise included therein) the
income (or loss) of any entity other than a Subsidiary in which the Borrower or
any Subsidiary has an ownership interest, except to the extent that any such
income has been actually received by the Borrower or such Subsidiary in the form
of cash dividends or similar cash distributions.

     

    "Consolidated Senior Leverage
Ratio" means, as of any date of determination, the ratio of
(a)(i) Consolidated Total Indebtedness as of such date less
(ii) Consolidated Subordinated Indebtedness as of such date to
(b) Consolidated EBITDA for the period of the four consecutive fiscal
quarters most recently ended.

     

    "Consolidated Subordinated
Indebtedness" means as of any date of determination, Indebtedness of the
Borrower and the Subsidiaries, on a consolidated basis, which has been
subordinated to the Obligations, the Revolver Indebtedness, and the Term Loan
Indebtedness in form and substance reasonably satisfactory to the Administrative
Agent.

     

    "Consolidated Total
Indebtedness" means, as of any date of determination, Indebtedness of the
Borrower and its Subsidiaries on a consolidated basis, other than
(a) undrawn or unfunded amounts under letters of credit, surety bonds and
similar instruments, and (b) Indebtedness pursuant to Swap Contracts that
have not been closed out or terminated.

     

    "Contractual
Obligation" means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which
such Person is a party or by which it or any of its property is
bound.

     

    "Control" means the
possession, directly or indirectly, of the power to direct or cause the
direction of the management or policies of a Person, whether through the ability
to exercise voting power, by contract or otherwise.  "Controlling" and
"Controlled"
have meanings correlative thereto.

     

    "Control Agent" has
the meaning set forth in the Intercreditor Agreement and the L/C Intercreditor
Agreement.

     

    "Debtor Relief Laws"
means the Bankruptcy Code of the United States, and all other liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors,
moratorium, rearrangement, receivership, insolvency, reorganization, or similar
debtor relief Laws of the United States or other applicable jurisdictions from
time to time in effect and affecting the rights of creditors
generally.

     

    "Default" means any
event or condition that constitutes an Event of Default or that, with the giving
of any notice, the passage of time, or both, would be an Event of
Default.

     

     

    
      
        
        

      

      
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    "Default Rate" means
(a) when used with respect to Obligations other than Letter of Credit Fees,
an interest rate equal to (i) the Base Rate, plus (ii) 5.50%; provided, however,
(b) when used with respect to Letter of Credit Fees, a rate equal to
5.50%.

     

    "Defaulting Lender"
means any Lender that (a) has failed to fund any portion of the
participations in L/C Obligations required to be funded by it hereunder within
one Business Day of the date required to be funded by it hereunder unless such
failure has been cured, (b) has otherwise failed to pay over to the
Administrative Agent or any other Lender any other amount required to be paid by
it hereunder within one Business Day of the date when due, unless the subject of
a good faith dispute or unless such failure has been cured, or (c) has been
deemed insolvent or become the subject of a bankruptcy or insolvency
proceeding.

     

    "Deposit Account Control
Agreement" means an agreement substantially in the form of Annex G to the
form of Security Agreement attached as Exhibit D hereto
or any other agreement in form and substance satisfactory to the Administrative
Agent, among a Loan Party, the Administrative Agent or the Control Agent, and a
Depository Bank.

     

    "Depository Bank"
means a bank, savings bank, savings and loan association, credit union, trust
company, or other depository institution that has entered into a Deposit Account
Control Agreement.

     

    "Disposition" or
"Dispose" means
the sale, transfer, license, lease or other disposition (including any sale and
leaseback transaction) of any property by any Person, including any sale,
assignment, transfer or other disposal, with or without recourse, of any notes
or accounts receivable or any rights and claims associated therewith, the Net
Cash Proceeds of which are $1,000,000.00 or more.

     

    "Dollar" and "$" mean lawful money
of the United States.

     

    "El Paso Refinery"
means the refineries owned and operated by the Borrower located at 6500
Trowbridge Drive, El Paso, Texas.

     

    "Eligible Account
Obligor" means, on any date, any Person obligated to pay a Receivable
(a) that is not the Borrower, a Subsidiary or an Affiliate of the Borrower;
(b) that has not filed for, and is not currently the object of, a
proceeding relating to its bankruptcy, insolvency, reorganization, winding-up or
composition or reorganization of debts; (c) that is in good standing with
the Borrower and its Subsidiaries and satisfies all applicable credit standards
of the Borrower and its Subsidiaries; and (d) for which not more than 50%
of the aggregate value of the Receivables of such account debtor have not been
paid by the date 30 days after the respective due dates
therefor.

     

    "Eligible Accounts
Receivable" means, on any date, all Receivables denominated in Dollars
payable by Eligible Account Obligors, except:

     

    (a)           billed
Receivables that have not been paid by the date 30 days after the
respective due dates therefor;

     

     

    
      
        
        

      

      
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    (b)           any
Receivable subject to any asserted defense, dispute, claim, offset or
counterclaim, unless
(i) the applicable account debtor has entered into an agreement
acceptable to the Administrative Agent to waive the foregoing rights, or
(ii) with respect to any such Receivable, (A) Chevron U.S.A. Inc. or
Chevron Pipe Line Company (collectively, "Chevron") (or any
Affiliate of Chevron) is the applicable account debtor, (B) the Borrower's
obligation to pay for crude oil constitutes the applicable setoff, and
(C) the Borrower's payment obligation is fully secured by a Letter of
Credit; provided that, if any such
defense, dispute, claim, offset or counterclaim is asserted with respect to such
Receivable in an amount equal to a sum certain, then such Receivable shall be an
Eligible Account Receivable to the extent the face amount thereof exceeds such
sum certain;

     

    (c)           all
Receivables from an account debtor from whom a check, promissory note, draft,
trade acceptance or other instrument for the payment (in whole or in part) of
money has been received, presented for payment and returned uncollected for any
reason;

     

    (d)           all
Receivables subject to any repurchase or return arrangement;

     

    (e)           Receivables
owed to a Loan Party by an Eligible Account Obligor, the aggregate unpaid
balance of which exceeds twenty percent (20%) of the aggregate unpaid balance of
all Receivables owed to the Loan Parties at such time by all of the Loan
Parties' account debtors, but only to the extent of such excess;

     

    (f)           all
Receivables that are payable by their terms more than 30 days from the
respective invoice dates therefor;

     

    (g)           any
Receivable in which the Lenders do not have a valid and perfected first priority
security interest;

     

    (h)           any
Receivable of a Loan Party with respect to which any event described in Sections 8.01(f) or
(g) shall have
occurred and be continuing;

     

    (i)           Receivables
with respect to which the account debtor is not a Person resident in the United
States;

     

    (j)           Receivables
with respect to which goods have been placed on consignment, guaranteed sale or
other terms by reason of which the payment by the account debtor may be
conditional;

     

    (k)           Receivables
with respect to which an invoice has not been sent prior to the date of any
Borrowing Base Report in which such Receivables are included for purposes of
calculation of the Borrowing Base;

     

    (l)           Receivables
which arise out of any contract or order which, by its terms, forbids or makes
void or unenforceable any assignment by the applicable Loan Party to the
Administrative Agent, for the benefit of the Lender Secured Parties, of the
Receivable arising with respect thereto;

     

     

    
      
        
        

      

      
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    (m)         Receivables
evidenced by any instrument, unless such instrument has been delivered to the
Administrative Agent for the benefit of the Lender Secured Parties;

     

    (n)          Receivables
if the Required Lenders believe, in the exercise of their reasonable judgment,
that the collection thereof is impaired or that the receivable may not be paid
by reason of the account debtor's inability to pay;

     

    (o)          Receivables
that are otherwise identified as unsatisfactory to the Administrative Agent or
the Required Lenders using reasonable business judgment; and

     

    (p)          Receivables
owed by the government of the United States of America, or any department,
agency, public corporation, or other instrumentality thereof that do not
constitute Eligible U.S. Government Accounts Receivable; and Receivables owed by
any other Governmental Authority unless the Borrower has satisfied the
requirements of applicable law, including delivering documentation satisfactory
to the Administrative Agent, to effectuate the assignment of such Receivables
and establish the right of the Administrative Agent to enforce payment directly
against the account obligor.

     

    "Eligible Assignee"
means any Person that meets the requirements to be an assignee under Section 10.06(b)(iii),
(v) and (vi) (subject to such
consents, if any, as may be required under Section 10.06(b)(iii)).

     

    "Eligible Cash" means
cash held in a segregated restricted deposit account maintained with and pledged
to the Administrative Agent, for the benefit of the Lender Secured Parties, as
security for the Obligations, and in which the Administrative Agent, for the
benefit of the Lender Secured Parties, has a first priority perfected security
interest.

     

    "Eligible In-Transit Crude
Oil" means In-Transit Crude Oil that satisfies the criteria set forth in
the definition of Eligible Refinery Hydrocarbon Inventory (other than the
requirements as to location of such inventory) and, unless otherwise agreed by
the Administrative Agent: (a) the purchase price of which is supported by a
Letter of Credit, and (b) as to which the Administrative Agent has received
a third party agreement from the operator of the pipeline in form satisfactory
to the Administrative Agent; in each case valued at the lower of cost
(determined in accordance with GAAP on a FIFO basis) or market value, and
determined after, if required by the Administrative Agent, taking into account
transportation and handling charges that affect the value thereto as determined
by the Administrative Agent.

     

    "Eligible Lubricants
Inventory" means, at any date, the aggregate value (which shall be the
lower of cost (determined in accordance with GAAP on a FIFO basis) or market
value) of all readily marketable, saleable and useful Lubricants (excluding
(a) any and all Lubricants in which the Lenders do not have a valid and
perfected first priority security interest, except that such security interest
may be subject to statutory Liens in respect of First Purchase Crude Payables
that are not delinquent, (b) any and all Lubricants located on leased
premises or held by a bailee or otherwise subject to any third party interest,
with respect to which any landlord's waiver or other third party agreement
requested by the Administrative Agent or the Required Lenders shall not have
been furnished, and (c) Lubricants of any Subsidiary with respect to which
any event described in Section 8.01(f)
or (g) shall
have occurred and be continuing), owned by the 

     

     

    
      
        
        

      

      
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    Borrower
or a Guarantor located at the Refineries or in the Albuquerque Terminal, the
Flagstaff Terminal, or at other terminals, storage tanks and lines related
thereto (including line fills but excluding basic sediment and water and slop
oil), bulk plants, service stations and cardlocks, in each case owned or leased
and operated by the Borrower or Guarantors, or at such other locations as may be
approved from time to time by the Administrative Agent, provided, however, that such
Lubricants are not obsolete, unsalable, damaged or otherwise unfit for sale or
further processing in the ordinary course of business or otherwise
unsatisfactory to the Administrative Agent or the Required Lenders using
reasonable business judgment.

     

    "Eligible Refinery
Hydrocarbon Inventory" means, at any date, the aggregate value (which
shall be the lower of cost (determined in accordance with GAAP on a FIFO basis)
or market value) of all readily marketable, saleable and useful Petroleum
Inventory (excluding any and all Petroleum Inventory (a) in which the
Lenders do not have a valid and perfected first priority security interest,
except that such security interest may be subject to statutory Liens in respect
of First Purchase Crude Payables that are not delinquent, (b) located on
leased premises (other than Petroleum Inventory at leased service stations and
cardlocks operated by the Borrower or one of the Guarantors), or held by a
bailee or otherwise subject to any third party interest with respect to which a
landlord's waiver or other third party agreement requested by the Administrative
Agent or the Required Lenders shall not have been furnished,
(c) attributable to any Subsidiary with respect to which any event
described in Subsection 8.01(f) or
(g) shall have
occurred and be continuing, or (d) that is in transit from vendors or
suppliers) owned by the Borrower or a Guarantor and located at the Refineries or
in the Albuquerque Terminal, the Flagstaff Terminal, or at other terminals,
field production tanks, storage tanks and lines related thereto (including line
fills but excluding basic sediment and water and slop oil), bulk plants, service
stations and cardlocks, in each case owned or leased and operated by the
Borrower or Guarantors, or at such other locations as may be approved from time
to time by the Administrative Agent; provided, that such Petroleum
Inventory is not obsolete, unsalable, damaged or otherwise unfit for sale or
further processing in the ordinary course of business or otherwise
unsatisfactory to the Administrative Agent or the Required Lenders using
reasonable business judgment.

     

    "Eligible U.S. Government
Accounts Receivable" means Eligible Accounts Receivable owed by the
government of the United States of America, or any department, agency, public
corporation, or other instrumentality thereof; provided, that the requirement
of acknowledgement by the government set forth in the Federal Assignment of
Claims Act of 1940, as amended (31 U.S.C. § 3727 et seq.), and any
steps necessary to perfect the Administrative Agent's Liens therein and to give
the Administrative Agent the right to collect such accounts, have been complied
with to the Administrative Agent's satisfaction with respect to such
accounts.

     

    "Engagement Letter"
means the letter agreement, dated as of June 27, 2008, among the Borrower,
Bank of America and Banc of America Securities LLC.

     

    "Environmental Laws"
means any and all Federal, state, local, and foreign statutes, laws,
regulations, ordinances, rules, judgments, orders, decrees, permits,
concessions, grants, franchises, licenses, agreements or governmental
restrictions relating to pollution and the protection of the environment or the
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    those
related to hazardous substances or wastes, air emissions and discharges to waste
or public systems.

     

    "Environmental
Liability" means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or
indemnities), of the Borrower, any other Loan Party or any of their respective
Subsidiaries directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous
Materials, (c) exposure to any Hazardous Materials, (d) the release or
threatened release of any Hazardous Materials into the environment or
(e) any contract, agreement or other consensual arrangement pursuant to
which liability is assumed or imposed with respect to any of the
foregoing.

     

    "Equity Interests"
means, with respect to any Person, all of the shares of capital stock of (or
other ownership or profit interests in) such Person, all of the warrants,
options or other rights for the purchase or acquisition from such Person of
shares of capital stock of (or other ownership or profit interests in) such
Person, all of the securities convertible into or exchangeable for shares of
capital stock of (or other ownership or profit interests in) such Person or
warrants, rights or options for the purchase or acquisition from such Person of
such shares (or such other interests), and all of the other ownership or profit
interests in such Person (including partnership, member or trust interests
therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of
determination.

     

    "ERISA" means the
Employee Retirement Income Security Act of 1974.

     

    "ERISA Affiliate"
means any trade or business (whether or not incorporated) under common control
with the Borrower within the meaning of Section 414(b) or (c) of the Code (and Sections 414(m) and
(o) of the Code for
purposes of provisions relating to Section 412 of the
Code).

     

    "ERISA Event" means
(a) a Reportable Event with respect to a Pension Plan; (b) a
withdrawal by the Borrower or any ERISA Affiliate from a Pension Plan subject to
Section 4063 of
ERISA during a plan year in which it was a substantial employer (as defined in
Section 4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal
under Section 4062(e) of
ERISA; (c) a complete or partial withdrawal by the Borrower or any ERISA
Affiliate from a Multiemployer Plan or notification that a Multiemployer Plan is
in reorganization; (d) the filing of a notice of intent to terminate, the
treatment of a Plan amendment as a termination under Sections 4041 or 4041A of ERISA, or the
commencement of proceedings by the PBGC to terminate a Pension Plan or
Multiemployer Plan; (e) an event or condition which constitutes grounds
under Section 4042
of ERISA for the termination of, or the appointment of a trustee to
administer, any Pension Plan or Multiemployer Plan; or (f) the imposition
of any liability under Title IV of ERISA, other than for PBGC premiums due but
not delinquent under Section 4007 of ERISA,
upon the Borrower or any ERISA Affiliate.

     

    "Event of Default" has
the meaning specified in Section 8.01.

     

    "Excluded Taxes"
means, with respect to the Administrative Agent, any Lender, the L/C Issuer or
any other recipient of any payment to be made by or on account of any obligation
of the 

     

     

    
      
        
        

      

      
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    Borrower
hereunder, (a) taxes imposed on or measured by its overall net income
(however denominated), and franchise taxes imposed on it (in lieu of net income
taxes), by the jurisdiction (or any political subdivision thereof) under the
laws of which such recipient is organized or in which its principal office is
located or, in the case of any Lender, in which its applicable Lending Office is
located, (b) any branch profits taxes imposed by the United States or any
similar tax imposed by any other jurisdiction in which the Borrower is located
and (c) in the case of a Foreign Lender (other than an assignee pursuant to
a request by the Borrower under Section 10.13),
any withholding tax that is imposed on amounts payable to such Foreign Lender at
the time such Foreign Lender becomes a party hereto (or designates a new Lending
Office) or is attributable to such Foreign Lender's failure or inability (other
than as a result of a Change in Law) to comply with Section 3.01(e),
except to the extent that such Foreign Lender (or its assignor, if any) was
entitled, at the time of designation of a new Lending Office (or assignment), to
receive additional amounts from the Borrower with respect to such withholding
tax pursuant to Section 3.01(a).

     

    "Existing Owners"
means those Persons who are owners of the Equity Interests of RHC Holdings,
L.P., as of May 31, 2007, members of their immediate families and Persons
(including trusts established for estate planning purposes) that are Affiliates
thereof.

     

    "Existing Revolver Letters of
Credit" means any letter of credit issued under the Revolving Credit
Agreement and deemed an L/C Extension hereunder and included as part of the L/C
Obligations pursuant to Section
2.03(n).

     

    "Federal Funds Rate"
means, for any day, the rate per annum equal to the weighted average of the
rates on overnight Federal funds transactions with members of the Federal
Reserve System arranged by Federal funds brokers on such day, as published by
the Federal Reserve Bank of New York on the Business Day next succeeding such
day; provided,
that
(a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so
published on the next succeeding Business Day, and (b) if no such rate is
so published on such next succeeding Business Day, the Federal Funds Rate for
such day shall be the average rate (rounded upward, if necessary, to a whole
multiple of 1/100 of 1%) charged to Bank of America on such day on such
transactions as determined by the Administrative Agent.

     

    "Feedstocks" means all
crude oil, natural gas liquids, and other Hydrocarbons and ethanol, in so far as
such Feedstocks are used or useful as fuel or in the manufacture, processing,
refining, or blending of Intermediate Products and Refined Products at one or
more Refineries.

     

    "First Purchase Crude
Payables" means the unpaid amount of any payable obligation of the
Borrower or any of its Subsidiaries related to the purchase of Feedstocks by the
Borrower or any of its Subsidiaries which are (in the reasonable judgment of the
Administrative Agent) secured by a statutory Lien, which shall include but not
be limited to the statutory Liens created under the Laws of Texas, New Mexico,
Wyoming, Kansas, and Oklahoma, to the extent such payable obligation is not at
the time of determination covered by a Letter of Credit issued
hereunder.

     

     

    
      
        
        

      

      
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    "Flagstaff Terminal"
means the terminal in or near Flagstaff, Arizona, owned and operated by Western
Refining Terminals, Inc.

     

    "Foreign Lender" means
any Lender that is organized under the laws of a jurisdiction other than that in
which the Borrower is resident for tax purposes.  For purposes of this
definition, the United States, each state thereof and the District of Columbia
shall be deemed to constitute a single jurisdiction.

     

    "FRB" means the Board
of Governors of the Federal Reserve System of the United States.

     

    "Fund" means any
Person (other than a natural person) that is (or will be) engaged in making,
purchasing, holding or otherwise investing in commercial loans and similar
extensions of credit in the ordinary course of its activities.

     

    "GAAP" means generally
accepted accounting principles in the United States set forth in the opinions
and pronouncements of the Accounting Principles Board and the American Institute
of Certified Public Accountants and statements and pronouncements of the
Financial Accounting Standards Board or such other principles as may be approved
by a significant segment of the accounting profession in the United States, that
are applicable to the circumstances as of the date of determination,
consistently applied.

     

    "Governmental
Authority" means the government of the United States or any other nation,
or of any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity
exercising executive, legislative, judicial, taxing, regulatory or
administrative powers or functions of or pertaining to government (including any
supra-national bodies such as the European Union or the European Central
Bank).

     

    "Guarantee" means, as
to any Person, any (a) obligation, contingent or otherwise, of such Person
guaranteeing or having the economic effect of guaranteeing any Indebtedness or
other obligation payable or performable by another Person (the "primary obligor") in
any manner, whether directly or indirectly, and including any obligation of such
Person, direct or indirect, (i) to purchase or pay (or advance or supply
funds for the purchase or payment of) such Indebtedness or other obligation,
(ii) to purchase or lease property, securities or services for the purpose
of assuring the obligee in respect of such Indebtedness or other obligation of
the payment or performance of such Indebtedness or other obligation,
(iii) to maintain working capital, equity capital or any other financial
statement condition or liquidity or level of income or cash flow of the primary
obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv) entered into for the purpose of assuring in any other
manner the obligee in respect of such Indebtedness or other obligation of the
payment or performance thereof or to protect such obligee against loss in
respect thereof (in whole or in part), or (b) Lien on any assets of such
Person securing any Indebtedness or other obligation of any other Person,
whether or not such Indebtedness or other obligation is assumed by such Person
(or any right, contingent or otherwise, of any holder of such Indebtedness to
obtain any such Lien).  The amount of any Guarantee shall be deemed to
be an amount equal to the stated or determinable amount of the related primary
obligation, or portion thereof, in respect of which such Guarantee is made or,
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    not stated
or determinable, the maximum reasonably anticipated liability in respect thereof
as determined by the guaranteeing Person in good faith.  The term
"Guarantee" as
a verb has a corresponding meaning.

     

    "Guarantor" means each
of Western Refining Company, L.P., a Delaware limited partnership, Ascarate
Group, LLC, a Delaware limited liability company, Ciniza Production Company, a
New Mexico corporation, Dial Oil Co., a New Mexico corporation, Empire Oil Co.,
a California corporation, Giant, Western Refining Southwest, Inc., an Arizona
corporation (formerly known as Giant Industries Arizona, Inc.), Giant Four
Corners, Inc., an Arizona corporation, Western Refining Terminals, Inc., an
Arizona corporation (formerly known as Giant Mid-Continent, Inc.), Western
Refining Pipeline Company, a New Mexico corporation (formerly known as Giant
Pipeline Company), Giant Stop-N-Go of New Mexico, Inc., a New Mexico
corporation, Western Refining Yorktown, Inc., a Delaware corporation (formerly
known as Giant Yorktown, Inc.), Western Refining Wholesale, Inc., an Arizona
corporation (formerly known as Phoenix Fuel Co., Inc.), San Juan Refining
Company, a New Mexico corporation, Western Refining GP, LLC, a Delaware limited
liability company, Western Refining LP, LLC, a Delaware limited liability
company, and each other Subsidiary that now or hereafter executes a Guaranty
pursuant to Section 6.12
hereof.

     

    "Guaranty" means
collectively, the Guaranty Agreements substantially in the form of Exhibit E hereto
executed by Subsidiaries of the Borrower in favor of the Administrative Agent
and the Lender Secured Parties, together with each other guaranty and guaranty
supplement delivered pursuant to this Agreement.

     

    "Hazardous Materials"
means all explosive or radioactive substances or wastes and all hazardous or
toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated
biphenyls, radon gas, infectious or medical wastes and all other substances or
wastes of any nature regulated pursuant to any Environmental Law.

     

    "Hydrocarbons" means
oil, gas, casing head gas, condensate, distillate, liquid hydrocarbons, gaseous
hydrocarbons, all products refined, separated, settled and dehydrated therefrom,
including, without limitation, kerosene, liquefied petroleum gas, refined
lubricating oils, diesel fuel, drip gasoline, natural gasoline, and all other
minerals.

     

    "Indebtedness" means,
as to any Person at a particular time, without duplication, all of the
following, whether or not included as indebtedness or liabilities in accordance
with GAAP:

     

    (a)           all
obligations of such Person for borrowed money and all obligations of such Person
evidenced by bonds, debentures, notes, loan agreements or other similar
instruments;

     

    (b)           all
direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers' acceptances, bank guaranties,
surety bonds and similar instruments;

     

    (c)           net
obligations of such Person under any Swap Contract;

     

    
      
        
        

      

      
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    (d)           all
obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business
and, in each case, not past due for more than 60 days after the date on
which such trade account payable was created);

     

    (e)           indebtedness
(excluding prepaid interest thereon) secured by a Lien on property owned or
being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness
shall have been assumed by such Person or is limited in recourse;

     

    (f)           capital
leases and Synthetic Lease Obligations;

     

    (g)           all
obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other
Person, valued, in the case of a redeemable preferred interest, at the greater
of its voluntary or involuntary liquidation preference plus accrued and unpaid
dividends; and

     

    (h)           all
Guarantees of such Person in respect of any of the foregoing.

     

    For all
purposes hereof, the Indebtedness of any Person shall include the Indebtedness
of any partnership or joint venture (other than a joint venture that is itself a
corporation or limited liability company) in which such Person is a general
partner or a joint venturer, unless such Indebtedness is expressly made
non-recourse to such Person.  The amount of any net obligation under
any Swap Contract on any date shall be deemed to be the Swap Termination Value
thereof as of such date.  The amount of any capital lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.

     

    "Indemnified Taxes"
means Taxes other than Excluded Taxes.

     

    "Indemnitees" has the
meaning specified in Section 10.04(b).

     

    "Information" has the
meaning specified in Section 10.07.

     

    "Intercreditor
Agreement" means that certain Intercreditor Agreement dated as of
May 31, 2007 by and among the Loan Parties, the Revolver Administrative
Agent, the Term Administrative Agent, and the Control Agent.

     

    "Intermediate
Products" means all Feedstocks that have been partially processed or
refined as isomerate, cat feed, gasoline components or naphtha.

     

    "In-Transit Crude Oil"
means crude oil purchased by the Borrower or a Guarantor, for delivery to the
Borrower or a Guarantor via pipeline from a vendor or supplier.

     

    "Inventory" means
inventory as defined in the UCC, including goods intended for sale, work in
process, raw materials, and materials consumed in the Borrower's and the
Guarantor's business.

     

     

    
      
        
        

      

      
        L/C CREDIT
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    "Investment" means, as
to any Person, any direct or indirect acquisition or investment by such Person,
whether by means of (a) the purchase or other acquisition of capital stock
or other securities of another Person, (b) a loan, advance or capital
contribution to, Guarantee or assumption of debt of, or purchase or other
acquisition of any other debt or equity participation or interest in, another
Person, including any partnership or joint venture interest in such other Person
and any arrangement pursuant to which the investor Guarantees Indebtedness of
such other Person, or (c) the purchase or other acquisition (in one
transaction or a series of transactions) of assets of another Person that
constitute a business unit or all or a substantial part of the business of such
Person.  For purposes of covenant compliance, the amount of any
Investment shall be the amount actually invested, without adjustment for
subsequent increases or decreases in the value of such Investment.

     

    "Investment Account Control
Agreement" means an agreement among a Securities Intermediary holding a
securities account for a Loan Party and the Administrative Agent, in form and
substance satisfactory to the Administrative Agent, evidencing that the
Administrative Agent has "control" (as defined in the UCC) of such securities
account.

     

    "IRS" means the United
States Internal Revenue Service.

     

    "ISP" means, with
respect to any Letter of Credit, the "International Standby Practices 1998"
published by the Institute of International Banking Law & Practice, Inc. (or
such later version thereof as may be in effect at the time of
issuance).

     

    "Issuer Documents"
means with respect to any Letter of Credit, the Letter Credit Application, and
any other document, agreement and instrument entered into by the L/C Issuer and
the Borrower or any Subsidiary in favor of the L/C Issuer and relating to any
such Letter of Credit.

     

    "L/C Advance" means,
with respect to each Lender, such Lender's funding of its participation in any
L/C Borrowing in accordance with its Applicable Percentage.

     

    "L/C Borrowing" means
an extension of credit resulting from a drawing under any Letter of Credit which
has not been reimbursed on the date when made.

     

    "L/C Credit Extension"
means, with respect to any Letter of Credit, the issuance thereof or extension
of the expiry date thereof, or the increase of the amount thereof.

     

    "L/C Intercreditor
Agreement" means that certain L/C Intercreditor Agreement substantially
in the form of Exhibit F hereto
dated as the date hereof among the Administrative Agent, the Control Agent and
the Loan Parties.

     

    "L/C Issuer" means
with respect to each Letter of Credit issued hereunder or, in the case of
Existing Revolver Letters of Credit, deemed issued hereunder, Bank of America or
such other Lender that has issued or agreed to issue, or, in the case of
Existing Revolver Letters of Credit, the deemed issuance hereunder of, such
Letter of Credit at the request of the Borrower and that is reasonably
acceptable to the Administrative Agent, in its capacity as the issuer of such
Letter of Credit, or any successor issuer of Letters of Credit
hereunder.  The commitment of each L/C Issuer (other than Bank of
America) to issue Letters of Credit hereunder may be limited to an 

     

     

    
      
        
        

      

      
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    aggregate
maximum amount for all such Letters of Credit issued, or deemed issued, by such
L/C Issuer that is less than the Aggregate Commitments, as may be agreed between
the Borrower and such L/C Issuer.  As used herein, the term "the L/C
Issuer" shall mean "each L/C Issuer" or "the applicable L/C Issuer," as the
context may require.

     

    "L/C Obligations"
means, as at any date of determination, the aggregate amount available to be
drawn under all outstanding Letters of Credit plus the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings.  For purposes of
computing the amount available to be drawn under any Letter of Credit, the
amount of such Letter of Credit shall be determined in accordance with Section 1.06.  For
all purposes of this Agreement, if on any date of determination a Letter of
Credit has expired by its terms but any amount may still be drawn thereunder by
reason of the operation of Rule 3.14 of the ISP, such Letter of Credit
shall be deemed to be "outstanding" in the amount so remaining available to be
drawn.

     

    "Laws" means,
collectively, all international, foreign, Federal, state and local statutes,
treaties, rules, guidelines, regulations, ordinances, codes and administrative
or judicial precedents or authorities, including the interpretation or
administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable
administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case
whether or not having the force of law.

     

    "Lender" has the
meaning specified in the introductory paragraph hereto.

     

    "Lender Secured
Parties" means the Lenders, the L/C Issuer and the Administrative
Agent.

     

    "Lenders" means the
Lenders.

     

    "Lending Office"
means, as to any Lender, the office or offices of such Lender described as such
in such Lender's Administrative Questionnaire, or such other office or offices
as a Lender may from time to time designate by notice to the Borrower and the
Administrative Agent.

     

    "Letter of Credit"
means any standby letter of credit issued or deemed issued
hereunder.

     

    "Letter of Credit
Application" means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C
Issuer.

     

    "Letter of Credit Expiration
Date" means the day that is 60 days past the Maturity Date (or if
such date is not a Business Day, the next preceding Business Day).

     

    "Letter of Credit Fee"
has the meaning specified in Section 2.03(i).

     

    "Lien" means any
mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security
interest or preferential arrangement in the nature of a security interest of any
kind or nature whatsoever (including any conditional sale or other title
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    other
encumbrance on title to real property, and any financing lease having
substantially the same economic effect as any of the foregoing).

     

    "Loan Documents" means
this Agreement, each Issuer Document, the Collateral Documents, the
Intercreditor Agreement, the L/C Intercreditor Agreement and the Engagement
Letter.

     

    "Loan Parties" means,
collectively, the Borrower, each Guarantor and each Subsidiary that has executed
a Collateral Document; and each individually, a "Loan
Party".

     

    "Lubricants" means
Inventory consisting of motor oil, hydraulic oil, gear oil, cutting oil, grease,
and various chemicals and solvents of a similar nature valued at the lower of
cost or market prices.  For avoidance of doubt, Lubricants are not
Feedstocks, Intermediate Products or Refined Products.

     

    "Material Adverse
Effect" means (a) a material adverse change in, or a material
adverse effect upon, the operations, business, properties, liabilities (actual
or contingent), condition (financial or otherwise) or prospects of the Borrower
and its Subsidiaries, taken as a whole; (b) a material impairment of the
ability of any Loan Party to perform its obligations under any Loan Document to
which it is a party; or (c) a material adverse effect upon (i) the
legality, validity, binding effect or enforceability against any Loan Party of
any Loan Document to which it is a party, or (ii) the perfection or
priority of any Lien guaranteed under any of the Collateral
Documents.

     

    "Maturity Date" means
June 30, 2009.

     

    "Moody's" means
Moody's Investors Service, Inc. and any successor thereto.

     

    "Multiemployer Plan"
means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA,
to which the Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been
obligated to make contributions.

     

    "Net Cash Proceeds"
means with respect to any Disposition by the Borrower or any Subsidiary, the
excess, if any, of (i) the sum of cash and cash equivalents received in
connection with such Disposition (including any cash received by way of deferred
payment pursuant to, or by monetization of, a note receivable or otherwise, but
only as and when so received) over (ii) the sum of (A) the principal
amount of any Indebtedness that is secured by the applicable asset and that is
required to be repaid in connection with such Disposition (other than
Indebtedness under the Loan Documents), (B) the reasonable and customary
out-of-pocket expenses incurred by any Loan Party or any Subsidiary in
connection with such transaction and (C) income taxes reasonably estimated
to be actually payable within two years of the date of the relevant transaction
as a result of any gain recognized in connection therewith; provided that, if the
amount of any estimated taxes pursuant to subclause (C) exceeds the amount
of taxes actually required to be paid in cash in respect of such transaction,
the aggregate amount of such excess shall constitute Net Cash
Proceeds.

     

     

    
      
        
        

      

      
        L/C CREDIT
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    "Obligations" means
all advances to, and debts, liabilities, obligations, covenants and duties of,
any Loan Party arising under any Loan Document or otherwise with respect to any
Letter of Credit, whether direct or indirect (including those acquired by
assumption), absolute or contingent, due or to become due, now existing or
hereafter arising, including, without limitation, the L/C Obligations, including
interest and fees that accrue after the commencement by or against any Loan
Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws
naming such Person as the debtor in such proceeding, regardless of whether such
interest and fees are allowed claims in such proceeding.

     

    "Organization
Documents" means, (a) with respect to any corporation, the
certificate or articles of incorporation and the bylaws (or equivalent or
comparable constitutive documents with respect to any non-U.S. jurisdiction);
(b) with respect to any limited liability company, the certificate or
articles of formation or organization and operating agreement; and (c) with
respect to any partnership, joint venture, trust or other form of business
entity, the partnership, joint venture or other applicable agreement of
formation or organization and any agreement, instrument, filing or notice with
respect thereto filed in connection with its formation or organization with the
applicable Governmental Authority in the jurisdiction of its formation or
organization and, if applicable, any certificate or articles of formation or
organization of such entity.

     

    "Other Taxes" means
all present or future stamp or documentary taxes or any other excise or property
taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of,
or otherwise with respect to, this Agreement or any other Loan
Document.

     

    "Outstanding Amount"
means with respect to any L/C Obligations on any date, the amount of such L/C
Obligations on such date after giving effect to any L/C Credit Extension
occurring on such date and any other changes in the aggregate amount of the L/C
Obligations as of such date, including as a result of any reimbursements by the
Borrower of Unreimbursed Amounts.

     

    "Participant" has the
meaning specified in Section 10.06(d).

     

    "PBGC" means the
Pension Benefit Guaranty Corporation.

     

    "Pension Plan" means
any "employee pension
benefit plan" (as such term is defined in Section 3(2) of ERISA),
other than a Multiemployer Plan, that is subject to Title IV of ERISA and is
sponsored or maintained by the Borrower or any ERISA Affiliate or to which the
Borrower or any ERISA Affiliate contributes or has an obligation to contribute,
or in the case of a multiple employer or other plan described in Section 4064(a) of
ERISA, has made contributions at any time during the immediately preceding five
plan years.

     

    "Permitted Joint
Venture" means any Person (other than a Subsidiary) in which the Borrower
owns (including ownership through its Subsidiaries) Equity Interests
representing less than 100% of the total outstanding Equity Interests of such
Person, provided that such Person is
engaged only in the businesses that are permitted for the Borrower and its
Subsidiaries pursuant to Section 7.07.

     

     

    
      
        
        

      

      
        L/C CREDIT
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    "Person" means any
natural person, corporation, limited liability company, trust, joint venture,
association, company, partnership, Governmental Authority or other
entity.

     

    "Petroleum Inventory"
means Inventory consisting of refined petroleum products, crude oil, condensate,
natural gas liquids, liquefied petroleum gases, asphalt or any blend
thereof.

     

    "Plan" means any
"employee benefit
plan" (as such term is defined in Section 3(3) of ERISA)
established by the Borrower or, with respect to any such plan that is subject to
Section 412 of the
Code or Title IV of ERISA, any ERISA Affiliate.

     

    "Platform" is defined
in Section 6.02
hereof.

     

    "Preferred Eligible Account
Obligor" means any Person (a) from which the Eligible Accounts
Receivables are fully supported by a standby letter of credit issued by a
commercial bank organized under the laws of the United States the long-term,
non-credit enhanced senior unsecured debt of which is rated "A2/A" or better by Moody's
and S&P, respectively, or (b) that is a major international company the
long-term, non-credit enhanced senior unsecured debt of which is rated "A2/A" or better by Moody's
and S&P, respectively, or a wholly-owned Subsidiary of such company whose
obligations are guaranteed by such company.

     

    "Property" means the
Refineries and the real estate upon which the Refineries are located, other real
estate owned by one or more Loan Parties, and the interests in real property
created by easements or rights of way in favor of any Loan Party, together with
all Loan Parties' interests in the improvements thereon, the fixtures and
equipment located thereon or located elsewhere and used in the Borrower's and
its Subsidiaries' business.

     

    "Public Lender" has
the meaning specified in Section 6.02.

     

    "Receivables" means,
as to the Borrower or any of its Subsidiaries (other than "inactive" Subsidiaries), all
accounts receivable, whether billed or unbilled, arising out of the sale of
inventory in the ordinary course of business.

     

    "Refined Products"
means all gasoline, diesel, aviation fuel, fuel oil, propane, ethanol, transmix,
and other products processed, refined or blended from Feedstocks and
Intermediate Products.

     

    "Refineries" means,
collectively, the Bloomfield Refinery, the Ciniza Refinery, the El Paso Refinery
and the Yorktown Refinery.  The term "Refineries" shall also include
any refinery acquired by the Borrower or a Subsidiary of the Borrower after the
Closing Date.

     

    "Register" has the
meaning specified in Section 10.06(c).

     

    "Related Parties"
means, with respect to any Person, such Person's Affiliates and the partners,
directors, officers, employees, agents and advisors of such Person and of such
Person's Affiliates; and "Related Party" means any one of the
foregoing.

     

    "Reportable Event"
means any of the events set forth in Section 4043(c) of
ERISA, other than events for which the 30 day notice period has been
waived.

     

     

    
      
        
        

      

      
        L/C CREDIT
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    "Request for Credit
Extension" means a Letter of Credit Application.

     

    "Required Lenders"
means, as of any date of determination, Lenders having more than 50% of the
Aggregate Commitments or, if the commitment of each Lender and the obligation of
the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
Section 8.02,
Lenders holding in the aggregate more than 50% of the Total Outstanding Amount
(with the aggregate amount of each Lender's risk participation and funded
participation in L/C Obligations being deemed "held" by such Lender for purposes
of this definition); provided, that the Commitment
of, and the portion of the Total Outstanding Amount held or deemed held by, any
Defaulting Lender shall be excluded for purposes of making a determination of
Required Lenders.

     

    "Required Regulatory Capital
Expenditures" means Capital Expenditures required by any Governmental
Authority.

     

    "Responsible Officer"
means the chief executive officer, president, chief financial officer, chief
accounting officer, treasurer, assistant treasurer or vice president of a Loan
Party.  Any document delivered hereunder that is signed by a
Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the
part of such Loan Party and such Responsible Officer shall be conclusively
presumed to have acted on behalf of such Loan Party.  With respect to
documents delivered pursuant to Article IV, the
term "Responsible Officer" shall also include the chief administrative officer
of the Borrower.

     

    "Restricted Payment"
means any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of the
Borrower or any Subsidiary, or any payment (whether in cash, securities or other
property), including any sinking fund or similar deposit, on account of the
purchase, redemption, retirement, acquisition, cancellation or termination of
any such capital stock or other Equity Interest, or on account of any return of
capital to the Borrower's stockholders, partners or members (or the equivalent
Person thereof), or any option, warrant or other right to acquire any such
dividend or other distribution or payment.

     

    "Revolver Administrative
Agent" means Bank of America in its capacity as administrative agent for
the lenders under the Revolver Loan Documents (together with any successor
thereto in such capacity).

     

    "Revolver Collateral
Documents" means the "Collateral Documents" under, and as defined in, the
Revolving Credit Agreement.

     

    "Revolver
Indebtedness" means Indebtedness under the Revolving Credit Agreement and
all refinancings, renewals and extensions thereof that are permitted by Section 7.03(k).

     

    "Revolver Liens" means
Liens granted under the Revolver Collateral Documents to secure the
"Obligations", as defined in the Revolving Credit Agreement.

     

    "Revolver Loan
Documents" means the "Loan Documents" under, and as defined in, the
Revolving Credit Agreement, and any documents governing refinancings, renewals
and

     

     

    
      
        
        

      

      
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     extensions
of the Indebtedness under the Revolving Credit Agreement that are permitted by
Section 7.03(k).

     

    "Revolver Priority
Collateral" shall have the meaning set forth in the Intercreditor
Agreement.  After repayment of the obligations under the Term Loan
Credit Agreement and release of the Liens securing same, the term "Revolver Priority
Collateral" shall mean all Collateral.

     

    "Revolver Refinancing
Indebtedness" has the meaning set forth in Section 7.03(k).

     

    "Revolving Credit
Agreement" means that certain Revolving Credit Agreement dated as of
May 31, 2007, among the Borrower, as borrower, Bank of America, as
administrative agent, and the financial institutions parties
thereto.

     

    "Revolving Lenders"
means "Lenders" under, and as defined in, the Revolving Credit
Agreement.

     

    "S&P" means
Standard & Poor's Ratings Services, a division of The McGraw Hill
Companies, Inc. and any successor thereto.

     

    "San Juan" means San
Juan Refining Company, a New Mexico corporation.

     

    "SEC" means the
Securities and Exchange Commission, or any Governmental Authority succeeding to
any of its principal functions.

     

    "Securities
Intermediary" means Bank of America, N.A. and any other Person (including
a bank or broker) that maintains a securities account for the Borrower in which
a security interest has been created in favor of the Administrative Agent for
the benefit of the Lender Secured Parties to secure the Obligations, and that
has entered into an Investment Account Control Agreement.

     

    "Security Agreements"
means, collectively, each Security Agreement substantially in the form of Exhibit D
hereto, executed by the Borrower and each Subsidiary in favor of the
Administrative Agent, for the benefit of the Lender Secured Parties, as renewed,
extended, amended or restated from time to time.

     

    "Solvent" means, as to
any Person at any time, that (a) the fair value of the property of such
Person is greater than the total amount of such Person's liabilities (including
contingent liabilities), (b) the present fair saleable value of all of the
property of such Person is not less than the amount that will be required to pay
the probable liability of such Person on its debts as they become absolute and
matured, (c) such Person does not intend to, and does not believe that it
will, incur debts or liabilities beyond such Person's ability to pay as such
debts and liabilities mature, (d) such Person is not engaged in business or
a transaction, and is not about to engage in business or a transaction, for
which such Person's property would constitute unreasonably small capital, and
(e) such Person is able to pay its debts and liabilities, contingent
obligations and other commitments as they mature in the ordinary course of
business.  The amount of contingent liabilities at any time shall be
computed as the amount that, in the light of all the facts and 

     

     

    
      
        
        

      

      
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    circumstances
existing at such time, represents the amount that can reasonably be expected to
become an actual or matured liability.

     

    "Statoil" means
Statoil Marketing & Trading (US) Inc.

     

    "Statoil Commingled
Inventories" means the commingled product or mass resulting from the
commingling (whether by blending, mixing, processing or otherwise) of Eligible
Refinery Hydrocarbon Inventory with crude oil supplied by Statoil and that
constitutes "Commingled Inventories" within the meaning of the Statoil
Intercreditor Agreement.  For purposes of calculation of the Borrowing
Base, the value of Statoil Commingled Inventories shall be equal to the product
obtained by multiplying (x) the applicable quantities of Statoil Commingled
Inventories (measured in Barrels in accordance with the Statoil Purchase
Agreement) by (y) the lowest price per Barrel of the lowest priced crude
oil (using the lower of cost or market value) included in Statoil Commingled
Inventories.  For purposes of clarity, the "lowest price" shall be the
absolute lowest figure and not the average of applicable prices during the
applicable time period.

     

    "Statoil Intercreditor
Agreement" means that certain Intercreditor Agreement dated as of
February 9, 2004 between Statoil and the Administrative
Agent.  As used in the Statoil Intercreditor Agreement, the term
"Inventory Component
of the Borrowing Base" means Inventory included in the Borrowing
Base.

     

    "Statoil Purchase
Agreement" means that certain Crude Oil Purchase/Sale Agreement 2004/2008
between Statoil and Western Refining Yorktown, Inc., as amended by amendment
dated December 8, 2004 and as the same may be further amended in compliance
with the terms of this Agreement.

     

    "Statoil Segregated
Inventories" means crude oil supplied by Statoil to Western Refining
Yorktown, Inc. pursuant to the Statoil Purchase Agreement that constitutes
segregated, identifiable Statoil Inventories within the meaning of the Statoil
Intercreditor Agreement.  Statoil Segregated Inventories shall at all
times be excluded from Eligible Refinery Hydrocarbon Inventory for purposes of
calculation of the Borrowing Base, but may otherwise be included within the
Collateral (subject to the terms of the Statoil Intercreditor
Agreement).

     

    "Subsidiary" of a
Person means a corporation, partnership, joint venture, limited liability
company or other business entity of which a majority of the shares of securities
or other interests having ordinary voting power for the election of directors or
other governing body (other than securities or interests having such power only
by reason of the happening of a contingency) are at the time beneficially owned,
or the management of which is otherwise controlled, directly, or indirectly
through one or more intermediaries, or both, by such Person.  Unless
otherwise specified, all references herein to a "Subsidiary" or to
"Subsidiaries"
shall refer to a Subsidiary or Subsidiaries of the Borrower.

     

    "Swap Contract" means
(a) any and all rate swap transactions, basis swaps, credit derivative
transactions, forward rate transactions, commodity swaps, commodity options,
forward commodity contracts, equity or equity index swaps or options, bond or
bond price or bond index swaps or options or forward bond or forward bond price
or forward bond index 

     

     

    
      
        
        

      

      
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    transactions,
interest rate options, forward foreign exchange transactions, cap transactions,
floor transactions, collar transactions, currency swap transactions,
cross-currency rate swap transactions, currency options, spot contracts, or any
other similar transactions or any combination of any of the foregoing (including
any options to enter into any of the foregoing), whether or not any such
transaction is governed by or subject to any master agreement, and (b) any
and all transactions of any kind, and the related confirmations, which are
subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association,
Inc., any International Foreign Exchange Master Agreement, or any other master
agreement (any such master agreement, together with any related schedules, a
"Master
Agreement"), including any such obligations or liabilities under any
Master Agreement.

     

    "Swap Termination
Value" means, in respect of any one or more Swap Contracts, after taking
into account the effect of any legally enforceable netting agreement relating to
such Swap Contracts, (a) for any date on or after the date such Swap
Contracts have been closed out and termination values determined in accordance
therewith, such termination values, and (b) for any date prior to the date
referenced in clause
(a), the amounts determined as the mark-to-market values for such Swap
Contracts, as determined based upon one or more mid-market or other readily
available quotations provided by any recognized dealer in such Swap Contracts
(which may include a Lender or any Affiliate of a Lender).

     

    "Synthetic Lease
Obligation" means the monetary obligation of a Person under (a) a
so-called synthetic, off-balance sheet or tax retention lease, or (b) an
agreement for the use or possession of property creating obligations that do not
appear on the balance sheet of such Person but which, upon the insolvency or
bankruptcy of such Person, would be characterized as the indebtedness of such
Person (without regard to accounting treatment).

     

    "Taxes" means all
present or future taxes, levies, imposts, duties, deductions, withholdings,
assessments, fees or other charges imposed by any Governmental Authority,
including any interest, additions to tax or penalties applicable
thereto.

     

    "Term Administrative
Agent" means Bank of America in its capacity as administrative agent for
the lenders under the Term Loan Documents (together with any successor thereto
in such capacity).

     

    "Term Collateral
Documents" means the "Collateral Documents" under, and as defined in, the
Term Loan Credit Agreement.

     

    "Term Loan Credit
Agreement" means that certain Term Loan Credit Agreement dated as of May
31, 2007, among the Borrower, as borrower, Bank of America, as administrative
agent, and the financial institutions parties thereto.

     

    "Term Loan Documents"
means the "Loan Documents" under, and as defined in, the Term Loan Credit
Agreement, and any documents governing refinancings, renewals and extensions of
the Indebtedness under the Term Loan Credit Agreement that are permitted by
Section 7.03(b).

     

     

    
      
        
        

      

      
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    "Term Loan
Indebtedness" means Indebtedness under the Term Loan Credit Agreement and
all refinancings, renewals and extensions thereof that are permitted by Section 7.03(b)
.

     

    "Term Loan Maximum
Amount" means the outstanding Indebtedness under the Term Loan Credit
Agreement plus $100,000,000.

     

    "Term Priority
Collateral" shall have the meaning set forth in the Intercreditor
Agreement.

     

    "Term Priority Liens"
means the Liens of the Term Administrative Agent on the Term Priority Collateral
pursuant to the Term Collateral Documents.

     

    "Term Refinanced
Indebtedness" has the meaning set forth in Section 7.03(b).

     

    "Term Refinancing
Indebtedness" has the meaning set forth in Section 7.03(b).

     

    "Terminal" means the
Flagstaff Terminal, the Albuquerque Terminal and all other finished product,
asphalt, crude oil, and other storage terminals, tanks and lines and facilities
related thereto owned or leased by the Borrower and its Subsidiaries, in each
case not located on Refinery premises.

     

    "Threshold Amount"
means $50,000,000.

     

    "Total Aggregate
Commitments" means the Aggregate Commitments hereunder and the "Aggregate
Commitments" under the Revolving Credit Agreement.

     

    "Total Outstanding
Amount" means, on any date, the aggregate Outstanding Amounts of all L/C
Obligations on such date.

     

    "UCC" means the
Uniform Commercial Code, including each such provision as it may subsequently be
renumbered, as enacted in the State of New York or other applicable
jurisdiction, as amended at the time in question.

     

    "Unfunded Pension
Liability" means the excess of a Pension Plan's benefit liabilities under
Section 4001(a)(16) of
ERISA, over the current value of that Pension Plan's assets, determined in
accordance with the assumptions used for funding the Pension Plan pursuant to
Section 412 of the Code
for the applicable plan year.

     

    "United States" and
"U.S." mean the
United States of America.

     

    "Unreimbursed Amount"
has the meaning specified in Section 2.03(c)(i).

     

    "Yorktown Refinery"
means the refinery located in or near Yorktown, Virginia, and the land and other
real estate appurtenant thereto, owned and operated by Western Refining
Yorktown, Inc.

     

     

    
      
        
        

      

      
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    1.02       
Other Interpretive
Provisions.  With reference to this Agreement and each other
Loan Document, unless otherwise specified herein or in such other Loan
Document:

     

    (a)           The
definitions of terms herein shall apply equally to the singular and plural forms
of the terms defined.  Whenever the context may require, any pronoun
shall include the corresponding masculine, feminine and neuter
forms.  The words "include," "includes" and "including" shall be
deemed to be followed by the phrase "without limitation."
The word "will"
shall be construed to have the same meaning and effect as the word "shall."  Unless
the context requires otherwise, (i) any definition of or reference to any
agreement, instrument or other document (including any Organization Document)
shall be construed as referring to such agreement, instrument or other document
as from time to time amended, supplemented, amended and restated or otherwise
modified (subject to any restrictions on such amendments, supplements or
modifications set forth herein or in any other Loan Document), (ii) any
reference herein to any Person shall be construed to include such Person's
successors and assigns, (iii) the words "herein," "hereof" and "hereunder," and words
of similar import when used in any Loan Document, shall be construed to refer to
such Loan Document in its entirety and not to any particular provision thereof,
(iv) all references in a Loan Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits
and Schedules to, the Loan Document in which such references appear,
(v) any reference to any law shall include all statutory and regulatory
provisions consolidating, amending replacing or interpreting such law and any
reference to any law or regulation shall, unless otherwise specified, refer to
such law or regulation as amended, modified or supplemented from time to time,
and (vi) the words "asset" and "property" shall be
construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities,
accounts and contract rights.

     

    (b)           In
the computation of periods of time from a specified date to a later specified
date, the word "from" means "from and including;"
the words "to"
and "until"
each mean "to but
excluding;" and the word "through" means "to and
including."

     

    (c)           Section
headings herein and in the other Loan Documents are included for convenience of
reference only and shall not affect the interpretation of this Agreement or any
other Loan Document.

     

    1.03       
Accounting
Terms.

     

    (a)           Generally.  All
accounting terms not specifically or completely defined herein shall be
construed in conformity with, and all financial data (including financial ratios
and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time, applied in a manner consistent with that
used in preparing the Audited Financial Statements, except as otherwise
specifically prescribed herein.

     

    (b)           Changes in
GAAP.  If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan
Document, and either the Borrower or the Required Lenders shall so request, the
Administrative Agent, 

     

     

    
      
        
        

      

      
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    the
Lenders and the Borrower shall negotiate in good faith to amend such ratio or
requirement to preserve the original intent thereof in light of such change in
GAAP (subject to the approval of the Required Lenders); provided, that, until so
amended, (i) such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii) the Borrower
shall provide to the Administrative Agent and the Lenders financial statements
and other documents required under this Agreement or as reasonably requested
hereunder setting forth a reconciliation between calculations of such ratio or
requirement made before and after giving effect to such change in
GAAP.

     

    (c)           Consolidation of Variable
Interest Entities.  All references herein to consolidated
financial statements of the Borrower and its Subsidiaries or to the
determination of any amount for the Borrower and its Subsidiaries on a
consolidated basis or any similar reference shall, in each case, be deemed to
include each variable interest entity that the Borrower is required to
consolidate pursuant to FASB Interpretation No. 46 – Consolidation of
Variable Interest Entities: an interpretation of ARB No. 51
(January 2003) as if such variable interest entity were a Subsidiary as
defined herein.

     

    1.04       
Rounding.  Any
financial ratios required to be maintained by the Borrower pursuant to this
Agreement shall be calculated by dividing the appropriate component by the other
component, carrying the result to one place more than the number of places by
which such ratio is expressed herein and rounding the result up or down to the
nearest number (with a rounding-up if there is no nearest number).

     

    1.05       
Times of
Day.  Unless otherwise specified, all references herein to
times of day shall be references to Eastern time (daylight or standard, as
applicable).

     

    1.06       
Letter of Credit
Amounts.  Unless otherwise specified herein, the amount of a
Letter of Credit at any time shall be deemed to be the stated amount of such
Letter of Credit in effect at such time; provided, however, that with
respect to any Letter of Credit that, by its terms or the terms of any Issuer
Document related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be
the maximum stated amount of such Letter of Credit after giving effect to all
such increases, whether or not such maximum stated amount is in effect at such
time.

     

    ARTICLE
II

     

    THE COMMITMENTS AND L/C
CREDIT EXTENSIONS

     

    2.01       
Reserved.

     

    2.02       
Reserved.

     

     

    
      
        
        

      

      
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    2.03       
Letters of
Credit.

     

    (a)            The Letter of Credit
Commitment.

     

    (i)           Subject
to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in
reliance upon the agreements of the Lenders set forth in this Section 2.03,
(1) from time to time on any Business Day during the period from the
Closing Date until the Maturity Date, to issue Letters of Credit for the account
of the Borrower or its Subsidiaries, and to amend or extend Letters of Credit
previously issued by it, in accordance with subsection (b) below,
and (2) to honor drawings under the Letters of Credit; and (B) the
Lenders severally agree to participate in Letters of Credit issued for the
account of the Borrower or its Subsidiaries and any drawings thereunder; provided, that after giving
effect to any L/C Credit Extension with respect to any Letter of Credit,
(x) the Total Outstanding Amount shall not exceed the lesser of
(I) the Aggregate Commitments and (II) the Borrowing Base, and any
Lender's Applicable Percentage of the Outstanding Amount of all L/C Obligations
shall not exceed the lesser of (I) such Lender's Commitment and
(II) such Lender's Applicable Percentage of the Borrowing
Base.  Each request by the Borrower for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by the Borrower that the
L/C Credit Extension so requested complies with the conditions set forth in the
proviso to the preceding sentence.  Notwithstanding the foregoing, no
L/C Issuer shall make any L/C Credit Extension with respect to any Letter of
Credit, and no Lender shall be obligated to participate in, any Letter of Credit
if as of the date of such L/C Credit Extension, the Administrative Agent shall
not have received a copy of the Letter of Credit Application for such L/C Credit
Extension and such L/C Issuer shall not have obtained confirmation from the
Administrative Agent that such L/C Credit Extension is permitted
hereunder.  Within the foregoing limits, and subject to the terms and
conditions hereof, the Borrower's ability to obtain Letters of Credit shall be
fully revolving, and accordingly the Borrower may, during the foregoing period,
obtain Letters of Credit to replace Letters of Credit that have expired or that
have been drawn upon and reimbursed.

     

    (ii)           The
L/C Issuer shall not issue any Letter of Credit, if:

     

    (A)           subject
to Section 2.03(b)(iii),
the expiry date of such requested Letter of Credit would occur more than twelve
months after the date of issuance or last extension, unless the Required Lenders
have approved such expiry date; or

     

    (B)           the
expiry date of such requested Letter of Credit would occur after the Letter of
Credit Expiration Date, unless all the Lenders have approved such expiry date;
or

     

    (C)           Total
Outstandings under the Revolving Credit Agreement (as such term is defined
therein), after giving effect to the making of any loans, or the issuance of any
letters of credit, thereunder on the applicable 

     

     

    
      
        
        

      

      
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    date of
determination, shall be less than $680,000,000, provided, however, if the
Letter of Credit requested is in an amount greater than the Availability under
the Revolving Credit Agreement (as such term is defined therein), after giving
effect to the making of any loans, or the issuance of any letters of credit,
thereunder on the applicable date of determination, but less than Availability
hereunder, this subsection (C)
shall not apply.

     

    (iii)         The
L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:

     

    (A)           any
order, judgment or decree of any Governmental Authority or arbitrator shall by
its terms purport to enjoin or restrain the L/C Issuer from issuing such Letter
of Credit, or any Law applicable to the L/C Issuer or any request or directive
(whether or not having the force of law) from any Governmental Authority with
jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of
Credit in particular or shall impose upon the L/C Issuer with respect to such
Letter of Credit any restriction, reserve or capital requirement (for which the
L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing
Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense
which was not applicable on the Closing Date and which the L/C Issuer in good
faith deems material to it;

     

    (B)           the
issuance of such Letter of Credit would violate one or more policies of the L/C
Issuer;

     

    (C)           such
Letter of Credit is to be denominated in a currency other than
Dollars;

     

    (D)           such
Letter of Credit contains any provisions for automatic reinstatement of the
stated amount after any drawing thereunder; or

     

    (E)           a
default of any Lender's obligations to fund under Section 2.03(c)
exists or any Lender is at such time a Defaulting Lender hereunder, unless the
L/C Issuer has entered into satisfactory arrangements with the Borrower or such
Lender to eliminate the L/C Issuer's risk with respect to such
Lender.

     

    (iv)         The
L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under
the terms hereof.

     

    (v)          The
L/C Issuer shall be under no obligation to amend any Letter of Credit if (A) the
L/C Issuer would have no obligation at such time to issue such Letter of Credit
in its amended form under the terms hereof, or (B) the beneficiary


     

     

    
      
        
        

      

      
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    of such
Letter of Credit does not accept the proposed amendment to such Letter of
Credit.

     

    (vi)                      The
L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer
shall have all of the benefits and immunities (A) provided to the
Administrative Agent in Article IX with
respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer
Documents pertaining to such Letters of Credit as fully as if the term "Administrative Agent"
as used in Article IX
included the L/C Issuer with respect to such acts or omissions, and (B) as
additionally provided herein with respect to the L/C Issuer.

     

    (b)            Procedures for Issuance and
Amendment of Letters of Credit; Auto-Extension Letters of
Credit.

     

    (i)           Each
Letter of Credit shall be issued or amended, as the case may be, upon the
request of the Borrower delivered to the L/C Issuer (with a copy to the
Administrative Agent) in the form of a Letter of Credit Application,
appropriately completed and signed by a Responsible Officer of the
Borrower.  Such Letter of Credit Application must be received by the
L/C Issuer and the Administrative Agent not later than 11:00 a.m. at least
two Business Days (or such later date and time as the Administrative Agent and
the L/C Issuer may agree in a particular instance in their sole discretion)
prior to the proposed issuance date or date of amendment, as the case may
be.  In the case of a request for an initial issuance of a Letter of
Credit, such Letter of Credit Application shall specify in form and detail
satisfactory to the L/C Issuer: (A) the proposed issuance date of the
requested Letter of Credit (which shall be a Business Day); (B) the amount
thereof; (C) the expiry date thereof; (D) the name and address of the
beneficiary thereof; (E) the documents to be presented by such beneficiary
in case of any drawing thereunder; (F) the full text of any certificate to
be presented by such beneficiary in case of any drawing thereunder; and (G) the
purpose and nature of the requested Letter of Credit; and (H) such other
matters as the L/C Issuer may require.  In the case of a request for
an amendment of any outstanding Letter of Credit, such Letter of Credit
Application shall specify in form and detail satisfactory to the L/C Issuer
(1) the Letter of Credit to be amended; (2) the proposed date of
amendment thereof (which shall be a Business Day); (3) the nature of the
proposed amendment; and (4) such other matters as the L/C Issuer may
require.  Additionally, the Borrower shall furnish to the L/C Issuer
and the Administrative Agent such other documents and information pertaining to
such requested Letter of Credit issuance or amendment, including any Issuer
Documents, as the L/C Issuer or the Administrative Agent may
require.

     

    (ii)          Promptly
after receipt of any Letter of Credit Application, the L/C Issuer will confirm
with the Administrative Agent (by telephone or in writing) that the
Administrative Agent has received a copy of such Letter of Credit Application
from the Borrower and, if not, the L/C Issuer will provide the 

     

     

    
      
        
        

      

      
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    Administrative
Agent with a copy thereof.  Unless the L/C Issuer has received written
notice from any Lender, the Administrative Agent or any Loan Party, at least one
Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in
Article IV
shall not then be satisfied, then, subject (i) to the receipt by the L/C
Issuer of confirmation from the Administrative Agent that such L/C Credit
Extension is permitted hereunder and (ii) to the terms and conditions
hereof, the L/C Issuer shall, on the requested date, issue a Letter of Credit
for the account of the Borrower (or a Subsidiary thereof) or enter into the
applicable amendment, as the case may be, in each case in accordance with the
L/C Issuer's usual and customary business practices.  Immediately upon
the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a
risk participation in such Letter of Credit in an amount equal to the product of
such Lender's Applicable Percentage times the amount of
such Letter of Credit.

     

    (iii)          If
the Borrower so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of
Credit that has automatic extension provisions (each, an "Auto-Extension Letter of
Credit"); provided, that any such
Auto-Extension Letter of Credit must permit the L/C Issuer to prevent any such
extension at least once in each twelve-month period (commencing with the date of
issuance of such Letter of Credit) by giving prior notice to the beneficiary
thereof not later than a day (the "Non-Extension Notice
Date") in each such twelve-month period to be agreed upon at the time
such Letter of Credit is issued.  Unless otherwise directed by the L/C
Issuer, the Borrower shall not be required to make a specific request to the L/C
Issuer for any such extension.  Once an Auto-Extension Letter of
Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the extension of such Letter of Credit at
any time to an expiry date not later than the Letter of Credit Expiration Date;
provided, however, that the L/C
Issuer shall not permit any such extension if (A) the L/C Issuer has
determined that it would not be permitted, or would have no obligation, at such
time to issue such Letter of Credit in its revised form (as extended) under the
terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a)
or otherwise), or (B) it has received notice (which may be by telephone or
in writing) on or before the day that is seven Business Days before the
Non-Extension Notice Date (1) from the Administrative Agent that the
Required Lenders have elected not to permit such extension or (2) from the
Administrative Agent, any Lender or the Borrower that one or more of the
applicable conditions specified in Section 4.02 is
not then satisfied, and in each such case directing the L/C Issuer not to permit
such extension.

     

    (iv)         Promptly
after its delivery of any Letter of Credit or any amendment to a Letter of
Credit to an advising bank with respect thereto or to the beneficiary thereof,
the L/C Issuer will also deliver to the Borrower and the Administrative Agent a
true and complete copy of such Letter of Credit or amendment.

     

     

    
      
        
        

      

      
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    (c)            Drawings and Reimbursements;
Funding of Participations.

     

    (i)           Upon
receipt from the beneficiary of any Letter of Credit of any notice of a drawing
under such Letter of Credit, the L/C Issuer shall notify the Borrower and the
Administrative Agent thereof.  Not later than 11:00 a.m. on the
fifth Business Day after the date of any payment by the L/C Issuer under a
Letter of Credit (each such date, an "Honor Date"), the
Borrower agrees to reimburse the L/C Issuer through the Administrative Agent in
an amount equal to the amount of such drawing.  If the Borrower fails
to so reimburse the L/C Issuer by such time, the Administrative Agent shall
promptly notify each Lender of the Honor Date, the amount of the unreimbursed
drawing (the "Unreimbursed
Amount"), and the amount of such Lender's Applicable Percentage
thereof.  Any notice given by the L/C Issuer or the Administrative
Agent pursuant to this Section 2.03(c)(i)
may be given by telephone if immediately confirmed in writing; provided, that the lack of such
an immediate confirmation shall not affect the conclusiveness or binding effect
of such notice.

     

    (ii)          Each
Lender shall upon any notice pursuant to Section 2.03(c)(i)
make funds available to the Administrative Agent for the account of the L/C
Issuer at the Administrative Agent's Office in an amount equal to its Applicable
Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business
Day specified in such notice by the Administrative Agent, whereupon, subject to
the provisions of Section 2.03(c)(iii),
each Lender that so makes funds available shall be deemed to have made an L/C
Advance to the Borrower in such amount.  The Administrative Agent
shall remit the funds so received to the L/C Issuer.

     

    (iii)         With
respect to any Unreimbursed Amount, the Borrower shall be deemed to have
incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed
Amount, which L/C Borrowing (and any related L/C Advance) shall be due and
payable (together with interest) on the fifth Business Day after the applicable
Honor Date and shall bear interest at (i) from the Honor Date through such
fifth Business Day, a rate equal to (x) the Base Rate plus 3.50% and
(ii) after such fifth Business Day, the Default Rate.  In such
event, each Lender's payment to the Administrative Agent for the account of the
L/C Issuer pursuant to Section 2.03(c)(ii)
shall be deemed payment in respect of its participation in such L/C Borrowing
and shall constitute an L/C Advance from such Lender in satisfaction of its
participation obligation under this Section 2.03.

     

    (iv)         Until
each Lender funds its L/C Advance pursuant to this Section 2.03(c)
to reimburse the L/C Issuer for any amount drawn under any Letter of Credit,
interest in respect of such Lender's Applicable Percentage of such amount shall
be solely for the account of the L/C Issuer.

     

    (v)          Each
Lender's obligation to make L/C Advances to reimburse the L/C Issuer for amounts
drawn under Letters of Credit, as contemplated by this Section 2.03(c),
shall be absolute and unconditional and shall not be affected by any
circumstance, including (A) any setoff, counterclaim, recoupment, defense
or 

     

     

    
      
        
        

      

      
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    other
right which such Lender may have against the L/C Issuer, the Borrower or any
other Person for any reason whatsoever; (B) the occurrence or continuance
of a Default, or (C) any other occurrence, event or condition, whether or
not similar to any of the foregoing.  No such making of an L/C Advance
shall relieve or otherwise impair the obligation of the Borrower to reimburse
the L/C Issuer for the amount of any payment made by the L/C Issuer under any
Letter of Credit, together with interest as provided herein.

     

    (vi)         If
any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the
foregoing provisions of this Section 2.03(c)
by the time specified in Section 2.03(c)(ii),
the L/C Issuer shall be entitled to recover from such Lender (acting through the
Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment
is immediately available to the L/C Issuer at a rate per annum equal to the
greater of the Federal Funds Rate and a rate determined by the L/C Issuer in
accordance with banking industry rules on interbank compensation, plus any
administrative, processing or similar fees customarily charged by the L/C Issuer
in connection with the foregoing.  A certificate of the L/C Issuer
submitted to any Lender (through the Administrative Agent) with respect to any
amounts owing under this clause (vi) shall be
conclusive absent manifest error.

     

    (d)            Repayment of
Participations.

     

    (i)           At
any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender's L/C Advance in respect of such
payment in accordance with Section 2.03(c),
if the Administrative Agent receives for the account of the L/C Issuer any
payment in respect of the related Unreimbursed Amount or interest thereon
(whether directly from the Borrower or otherwise, including proceeds of Cash
Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof
(appropriately adjusted, in the case of interest payments, to reflect the period
of time during which such Lenders' L/C Advance was outstanding) in the same
funds as those received by the Administrative Agent.

     

    (ii)           If
any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to Section 2.03(c)(i)
is required to be returned under any of the circumstances described in Section 10.05
(including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to the Administrative Agent for the account
of the L/C Issuer its Applicable Percentage thereof on demand of the
Administrative Agent, plus interest thereon from the date of such demand to the
date such amount is returned by such Lender, at a rate per annum equal to the
Federal Funds Rate from time to time in effect.  The obligations of
the Lenders under this clause shall survive the payment in full of the
Obligations and the termination of this Agreement.

     

     

    
      
        
        

      

      
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    (e)           Obligations Absolute.
The obligation of the Borrower to reimburse the L/C Issuer for each drawing
under each Letter of Credit and to repay each L/C Borrowing shall be absolute,
unconditional and irrevocable, and shall be paid strictly in accordance with the
terms of this Agreement under all circumstances, including the
following:

     

    (i)           any
lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;

     

    (ii)          the
existence of any claim, counterclaim, setoff, defense or other right that the
Borrower or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary
or any such transferee may be acting), the L/C Issuer or any other Person,
whether in connection with this Agreement, the transactions contemplated hereby
or by such Letter of Credit or any agreement or instrument relating thereto, or
any unrelated transaction;

     

    (iii)         any
draft, demand, certificate or other document presented under such Letter of
Credit proving to be forged, fraudulent, invalid or insufficient in any respect
or any statement therein being untrue or inaccurate in any respect; or any loss
or delay in the transmission or otherwise of any document required in order to
make a drawing under such Letter of Credit;

     

    (iv)         any
payment by the L/C Issuer under such Letter of Credit against presentation of a
draft or certificate that does not strictly comply with the terms of such Letter
of Credit; or any payment made by the L/C Issuer under such Letter of Credit to
any Person purporting to be a trustee in bankruptcy, debtor-in-possession,
assignee for the benefit of creditors, liquidator, receiver or other
representative of or successor to any beneficiary or any transferee of such
Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or

     

    (v)          any
other circumstance or happening whatsoever, whether or not similar to any of the
foregoing, including any other circumstance that might otherwise constitute a
defense available to, or a discharge of, the Borrower or any
Subsidiary.

     

    The
Borrower shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of
noncompliance with the Borrower's instructions or other irregularity, the
Borrower will immediately notify the L/C Issuer.  The Borrower shall
be conclusively deemed to have waived any such claim against the L/C Issuer and
its correspondents unless such notice is given as aforesaid.

     

    (f)           Role of L/C
Issuer.  Each Lender and the Borrower agrees that, in paying
any drawing under a Letter of Credit, the L/C Issuer shall not have any
responsibility to obtain any document (other than any sight draft, certificates
and documents expressly required by the Letter of Credit) or to ascertain or
inquire as to the validity or accuracy of 

     

     

    
      
        
        

      

      
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    any such
document or the authority of the Person executing or delivering any such
document.  None of the L/C Issuer, the Administrative Agent, any of
their respective Related Parties nor any correspondent, participant or assignee
of the L/C Issuer shall be liable to any Lender for (i) any action taken or
omitted in connection herewith at the request or with the approval of the
Lenders or the Required Lenders, as applicable; (ii) any action taken or
omitted in the absence of gross negligence or willful misconduct; or
(iii) the due execution, effectiveness, validity or enforceability of any
document or instrument related to any Letter of Credit or Issuer
Document.  The Borrower hereby assumes all risks of the acts or
omissions of any beneficiary or transferee with respect to its use of any Letter
of Credit; provided, however, that this
assumption is not intended to, and shall not, preclude the Borrower's pursuing
such rights and remedies as it may have against the beneficiary or transferee at
law or under any other agreement.  None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any
correspondent, participant or assignee of the L/C Issuer shall be liable or
responsible for any of the matters described in clauses (i) through
(v) of Section 2.03(e);
provided, however, that
anything in such clauses to the contrary notwithstanding, the Borrower may have
a claim against the L/C Issuer, and the L/C Issuer may be liable to the
Borrower, to the extent, but only to the extent, of any direct, as opposed to
consequential or exemplary, damages suffered by the Borrower which the Borrower
proves were caused by the L/C Issuer's willful misconduct or gross negligence or
the L/C Issuer's willful failure to pay under any Letter of Credit after the
presentation to it by the beneficiary of a sight draft and certificate(s)
strictly complying with the terms and conditions of a Letter of
Credit.  In furtherance and not in limitation of the foregoing, the
L/C Issuer may accept documents that appear on their face to be in order,
without responsibility for further investigation, regardless of any notice or
information to the contrary, and the L/C Issuer shall not be responsible for the
validity or sufficiency of any instrument transferring or assigning or
purporting to transfer or assign a Letter of Credit or the rights or benefits
thereunder or proceeds thereof, in whole or in part, which may prove to be
invalid or ineffective for any reason.

     

    (g)           Cash
Collateral.  Upon the request of the Administrative Agent,
(i) if the L/C Issuer has honored any full or partial drawing request under
any Letter of Credit and such drawing has resulted in an L/C Borrowing which has
not been repaid on or prior to the fifth Business Day following the Honor Date
in respect thereof, or (ii) if, as of the Maturity Date, any L/C Obligation
for any reason remains outstanding, the Borrower agrees that in each case, the
Borrower shall immediately Cash Collateralize the then Outstanding Amount of all
L/C Obligations.  Sections 2.05
and 8.02(c) set
forth certain additional requirements to deliver Cash Collateral
hereunder.  For purposes of this Section 2.03,
Section 2.05 and
Section 8.02(c),
"Cash
Collateralize" means to pledge and deposit with or deliver to the
Administrative Agent, for the benefit of the L/C Issuer and the Lenders, as
collateral for the L/C Obligations, cash or deposit account balances pursuant to
documentation in form and substance satisfactory to the Administrative Agent and
the L/C Issuer (which documents are hereby consented to by the
Lenders).  Derivatives of such term have corresponding
meanings.  The Borrower hereby grants to the Administrative Agent, for
the benefit of the L/C Issuer and the Lenders, a security interest in all such
cash, deposit accounts and all balances therein and all proceeds of the


     

     

    
      
        
        

      

      
        L/C CREDIT
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    foregoing.  Cash
Collateral shall be maintained in blocked, non-interest bearing deposit accounts
at Bank of America.

     

    (h)           Applicability of
ISP.  Unless otherwise expressly agreed by the L/C Issuer and
the Borrower when a Letter of Credit is issued (including any such agreement
applicable to an Existing Revolver Letter of Credit), the rules of the ISP shall
apply to each Letter of Credit.

     

    (i)           Letter of Credit
Fees.  The Borrower agrees to pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable Percentage a
Letter of Credit fee (the "Letter of Credit
Fee") for each Letter of Credit equal to the Applicable Rate times the
daily amount available to be drawn under such Letter of Credit.  For
purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance
with Section 1.06.  Letter
of Credit Fees shall be (i) computed on a quarterly basis in arrears and
(ii) due and payable on the first Business Day after the end of each March,
June, September and December, commencing with the first such date to occur after
the issuance of such Letter of Credit, on the Letter of Credit Expiration Date
and thereafter on demand.  If there is any change in the Applicable
Rate during any quarter, the daily amount available to be drawn under each
Letter of Credit shall be computed and multiplied by the Applicable Rate
separately for each period during such quarter that such Applicable Rate was in
effect.  Notwithstanding anything to the contrary contained herein,
upon the request of the Required Lenders, while any Event of Default exists, all
Letter of Credit Fees shall accrue at the Default Rate.

     

    (j)           Fronting Fee and Documentary
and Processing Charges Payable to L/C Issuer.  The Borrower
agrees to pay directly to the L/C Issuer for its own account a fronting fee with
respect to each Letter of Credit, at the rate per annum specified in the
Engagement Letter (or otherwise agreed between the Borrower and the L/C Issuer),
computed on the daily amount available to be drawn under such Letter of Credit
on a quarterly basis in arrears, and due and payable on the tenth Business Day
after the end of each March, June, September and December in respect of the most
recently ended quarterly period (or portion thereof, in the case of the first
payment), commencing with the first such date to occur after the issuance of
such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand.  For purposes of computing the daily amount available to be
drawn under any Letter of Credit, the amount of such Letter of Credit shall be
determined in accordance with Section 1.06.  In
addition, the Borrower agrees to pay directly to the L/C Issuer for its own
account the customary issuance, presentation, amendment and other processing
fees, and other standard costs and charges, of the L/C Issuer relating to
letters of credit as from time to time in effect.  Such customary fees
and standard costs and charges are due and payable on demand and are
nonrefundable.

     

    (k)          L/C Issuer Reporting
Requirements.  Each L/C Issuer shall, no later than the last
Business Day of each month, provide to the Administrative Agent a schedule of
the Letters of Credit issued (or deemed issued) by such L/C Issuer, such
schedule to be in form and substance reasonably satisfactory to the
Administrative Agent, showing the date 

     

     

    
      
        
        

      

      
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    of
issuance (or deemed issuance) of each Letter of Credit, the account party, the
original face amount (if any), the expiration date, and the reference number of
any Letter of Credit outstanding at any time during such month, and showing the
aggregate amount (if any) payable by the Borrower to such L/C Issuer during such
month pursuant to Section 2.03(j).

     

    (l)           Letters of Credit Issued for
Subsidiaries.  Notwithstanding that a Letter of Credit issued
or outstanding hereunder is in support of any obligations of, or is for the
account of, a Subsidiary, the Borrower shall be obligated to reimburse the L/C
Issuer hereunder for any and all drawings under such Letter of
Credit.  The Borrower hereby acknowledges that the issuance of Letters
of Credit for the account of Subsidiaries inures to the benefit of the Borrower,
and that the Borrower's business derives substantial benefits from the
businesses of such Subsidiaries.

     

    (m)         Conflict with Issuer
Documents.  In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall
control.

     

    (n)          Existing Revolver Letters of
Credit.  Subject to the terms contained herein and upon the
written request of the Borrower, any Existing Revolver Letter of Credit shall be
deemed, from and after the date of such notice, to be a Letter of Credit issued
hereunder on the date of such notice for all purposes, provided, that no
such Existing Revolver Letter of Credit shall be deemed to have been issued
hereunder if, after giving effect thereto, the Total Outstanding Amount shall
exceed the lesser of (A) the Aggregate Commitments and (B) the
Borrowing Base.  Any Existing Revolver Letter of Credit so deemed to
have been issued hereunder shall be deemed to have been issued pursuant hereto
on the date of the notice referred to above and shall from and after such date
be subject to and governed by the terms and conditions hereof.

     

    2.04       
Reserved.

     

    2.05       
Prepayments.

     

    (a)           Reserved.

     

    (b)           Reserved.

     

    (c)           If
for any reason the Total Outstanding Amount at any time exceeds the Aggregate
Commitments then in effect, the Borrower agrees to immediately Cash
Collateralize the L/C Obligations in an aggregate amount equal to such
excess.

     

    (d)           If
for any reason the Total Outstanding Amount at any time exceeds the Borrowing
Base then in effect, the Borrower agrees to immediately Cash Collateralize the
L/C Obligations in accordance with Section 2.14(c)
hereof.

     

    2.06       
Termination or
Reduction of Commitments.  The Borrower may, upon notice to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time
permanently reduce the Aggregate Commitments; provided, that (a) any
such notice shall be received by the Administrative Agent not later than
11:00 a.m. five Business Days prior to the 

     

    
      
        
        

      

      
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    date of
termination or reduction, (b) any such partial reduction shall be in an
aggregate amount of $10,000,000, or any whole multiple of $1,000,000 in excess
thereof and (c) the Borrower shall not terminate or reduce the Aggregate
Commitments if, after giving effect thereto, the Total Outstanding Amount would
exceed the Aggregate Commitments.  The Administrative Agent will
promptly notify the Lenders of any such notice of termination or reduction of
the Aggregate Commitments.  Any reduction of the Aggregate Commitments
shall be applied to the Commitment of each Lender according to its Applicable
Percentage.  All fees accrued until the effective date of any
termination of the Aggregate Commitments shall be paid on the effective date of
such termination.

     

    2.07       
Reserved.

     

    2.08       
Interest.

     

    (a)           Reserved.

     

    (b)           (i)           Reserved.

     

    (ii)           If
any amount (other than Unreimbursed Amounts, L/C Borrowings and L/C Advances,
which shall be governed by Section 2.03(c)(iii)
and Letter of Credit Fees which shall be governed by Section 2.03(c)(i))
payable by the Borrower under any Loan Document is not paid when due (without
regard to any applicable grace periods), whether at stated maturity, by
acceleration or otherwise, then upon the request of the Required Lenders, such
amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws.

     

    (iii)          Upon
the request of the Required Lenders, while any Event of Default exists, the
Borrower shall pay interest on the principal amount of all outstanding
Obligations (other than Unreimbursed Amounts, L/C Borrowings and L/C Advances,
which shall be governed by Section 2.03(c)(iii)
and Letter of Credit Fees which shall be governed by Section 2.03(c)(i))
hereunder at a fluctuating interest rate per annum at all times equal to the
Default Rate to the fullest extent permitted by applicable Laws.

     

    (iv)         
Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.

     

    (c)           Interest
hereunder shall be due and payable in accordance with the terms hereof before
and after judgment, and before and after the commencement of any proceeding
under any Debtor Relief Law.

     

    2.09       
Fees.  In
addition to certain fees described in subsections (i) and
(j) of Section 2.03:

     

    (a)           Commitment
Fee.  The Borrower agrees to pay to the Administrative Agent
for the account of each Lender in accordance with its Applicable Percentage, a
commitment fee equal to the Applicable Rate times the actual
daily amount by which the 

     

     

    
      
        
        

      

      
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    Aggregate
Commitments exceed the Total Outstanding Amount.  The commitment fee
shall accrue at all times during the Availability Period, including at any time
during which one or more of the conditions in Article IV is
not met, and shall be due and payable quarterly in arrears on the last Business
Day of each fiscal quarter of the Borrower, commencing with the first such date
to occur after the Closing Date, and on the last day of the Availability
Period.  The commitment fee shall be calculated quarterly in arrears,
and if there is any change in the Applicable Rate during any quarter, the actual
daily amount shall be computed and multiplied by the Applicable Rate separately
for each period during such quarter that such Applicable Rate was in
effect.

     

    (b)           Other
Fees.

     

    (i)           The
Borrower agrees to pay to the Arranger and the Administrative Agent for their
own respective accounts fees in the amounts and at the times specified in the
Engagement Letter.  Such fees shall be fully earned when paid and
shall not be refundable for any reason whatsoever.

     

    (ii)           The
Borrower agrees to pay to the Lenders such fees as shall have been separately
agreed upon in writing in the amounts and at the times so
specified.  Such fees shall be fully earned when paid and shall not be
refundable for any reason whatsoever.

     

    2.10       
(a) Computation of
Interest and Fees; Retroactive Adjustments of Applicable
Rate.  All computations of fees and interest shall be made on
the basis of a 360-day year and actual days elapsed (which results in more fees
or interest, as applicable, being paid than if computed on the basis of a
365-day year).  Interest shall accrue on each L/C Borrowing for the
day on which the L/C Borrowing is made, and shall not accrue on an L/C
Borrowing, or any portion thereof, for the day on which the L/C Borrowing or
such portion is paid, provided, that any L/C
Borrowing or L/C Advance that is repaid on the same day on which it is made
shall, subject to Section 2.12(a),
bear interest for one day.  Each determination by the Administrative
Agent of an interest rate or fee hereunder shall be conclusive and binding for
all purposes, absent manifest error.

     

    (b)           If,
as a result of any restatement of or other adjustment to the financial
statements of the Borrower or for any other reason, the Borrower or the Lenders
determine that (i) the Consolidated Leverage Ratio as calculated by the
Borrower as of any applicable date was inaccurate and (ii) a proper
calculation of the Consolidated Leverage Ratio would have resulted in higher
pricing for such period, the Borrower shall immediately and retroactively be
obligated to pay to the Administrative Agent for the account of the Lenders,
promptly on demand by the Administrative Agent (or, after the occurrence of an
actual or deemed entry of an order for relief with respect to the Borrower under
the Bankruptcy Code of the United States, automatically and without further
action by the Administrative Agent, any Lender or the L/C Issuer), an amount
equal to the excess of the amount of interest and fees that should have been
paid for such period over the amount of interest and fees actually paid for such
period.  This paragraph shall not limit the rights of the
Administrative Agent, any Lender or the L/C Issuer, as the case may be, under
Section
2.03(c)(iii), 2.03(i) or 2.08(b) or under
Article VIII.  The 

     

     

    
      
        
        

      

      
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    Borrower's
obligations under this paragraph shall survive the termination of the Aggregate
Commitments and the repayment of all other Obligations hereunder.

     

    2.11       
Evidence of
Debt.  The L/C Credit Extensions made by each Lender shall be
evidenced by one or more accounts or records maintained by such Lender and by
the Administrative Agent in the ordinary course of business.  The
accounts or records maintained by the Administrative Agent and each Lender shall
be conclusive absent manifest error of the amount of the L/C Credit Extensions
made by the Lenders to the Borrower and the interest and payments
thereon.  Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligations of the Borrower hereunder to
pay any amount owing with respect to the Obligations.  In the event of
any conflict between the accounts and records maintained by any Lender and the
accounts and records of the Administrative Agent in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of
manifest error.

     

    2.12       
Payments Generally;
Administrative Agent's Clawback.

     

    (a)           General.  All
payments to be made by the Borrower shall be made without condition or deduction
for any counterclaim, defense, recoupment or setoff.  Except as
otherwise expressly provided herein, all payments by the Borrower hereunder
shall be made to the Administrative Agent, for the account of the respective
Lenders to which such payment is owed, at the Administrative Agent's Office in
Dollars and in immediately available funds not later than 2:00 p.m. on the date
specified herein.  The Administrative Agent will promptly distribute
to each Lender its Applicable Percentage (or other applicable share as provided
herein) of such payment in like funds as received by wire transfer to such
Lender's Lending Office.  All payments received by the Administrative
Agent after 2:00 p.m. shall be deemed received on the next succeeding Business
Day and any applicable interest or fee shall continue to accrue.  If
any payment to be made by the Borrower shall come due on a day other than a
Business Day, payment shall be made on the next following Business Day, and such
extension of time shall be reflected in computing interest or fees, as the case
may be.

     

    (b)          (i)          
 Reserved.

     

    (ii)           Payments by Borrower;
Presumptions by Administrative Agent.  Unless the
Administrative Agent shall have received notice from the Borrower prior to the
date on which any payment is due to the Administrative Agent for the account of
the Lenders or the L/C Issuer hereunder that the Borrower will not make such
payment, the Administrative Agent may assume that the Borrower has made such
payment on such date in accordance herewith and may, in reliance upon such
assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the
amount due.  In such event, if the Borrower has not in fact made such
payment, then each of the Lenders or the L/C Issuer, as the case may be,
severally agrees to repay to the Administrative Agent forthwith on demand the
amount so distributed to such Lender or the L/C Issuer, in immediately available
funds with interest thereon, for each day from and including the date such
amount is distributed to it to but excluding the date of payment to the
Administrative Agent, 

     

     

    
      
        
        

      

      
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    at the
greater of the Federal Funds Rate and a rate determined by the Administrative
Agent in accordance with banking industry rules on interbank
compensation.

     

    A notice
of the Administrative Agent to any Lender or the Borrower with respect to any
amount owing under this subsection (b)
shall be conclusive, absent manifest error.

     

    (c)           Reserved.

     

    (d)           Obligations of Lenders
Several.  The obligations of the Lenders hereunder to fund
participations in Letters of Credit and to make payments pursuant to Section 10.04(c)
are several and not joint.  The failure of any Lender to fund any such
participation or to make any payment under Section 10.04(c) on
any date required hereunder shall not relieve any other Lender of its
corresponding obligation to do so on such date, and no Lender shall be
responsible for the failure of any other Lender to so purchase its participation
or to make its payment under Section 10.04(c).

     

    (e)           Funding
Source.  Nothing herein shall be deemed to obligate any Lender
to obtain the funds for any participation in any Letter of Credit in any
particular place or manner or to constitute a representation by any Lender that
it has obtained or will obtain the funds for any participation in any Letter of
Credit in any particular place or manner.

     

    2.13       
Sharing of Payments by
Lenders.  If any Lender shall, by exercising any right of
setoff or counterclaim or otherwise, obtain payment in respect of the
participations in L/C Obligations held by it resulting in such Lender's
receiving payment of a proportion of the aggregate amount of such participations
and accrued interest thereon greater than its pro rata share thereof as
provided herein, then the Lender receiving such greater proportion shall
(a) notify the Administrative Agent of such fact, and (b) purchase
(for cash at face value) subparticipations in L/C Obligations of the other
Lenders, or make such other adjustments as shall be equitable, so that the
benefit of all such payments shall be shared by the Lenders ratably in
accordance with the aggregate amounts owing them, provided, that:

     

    (i)         
  if any such participations or subparticipations are purchased and
all or any portion of the payment giving rise thereto is recovered, such
participations or subparticipations shall be rescinded and the purchase price
restored to the extent of such recovery, without interest; and

     

    (ii)           the
provisions of this Section shall not be construed to apply to (x) any
payment made by the Borrower pursuant to and in accordance with the express
terms of this Agreement or (y) any payment obtained by a Lender as
consideration for the assignment of or sale of a participation or
subparticipations in L/C Obligations to any assignee or participant, other than
to the Borrower or any Subsidiary thereof (as to which the provisions of this
Section shall apply).

     

    Each Loan
Party consents to the foregoing and agrees, to the extent it may effectively do
so under applicable law, that any Lender acquiring a participation pursuant to
the foregoing arrangements may exercise against such Loan Party rights of setoff
and counterclaim with 

     

     

    
      
        
        

      

      
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    respect to
such participation as fully as if such Lender were a direct creditor of such
Loan Party in the amount of such participation.

     

    2.14       
Borrowing Base
Determinations; Mandatory Prepayments.

     

    (a)           Borrowing Base
Determination.  The Borrowing Base shall be determined (i) as
of the 15th day of
each month and on the last day of each month at all times during which the
Aggregate Availability equals or exceeds fifteen percent (15%) of the Total
Aggregate Commitments in effect at such time, and (ii) weekly on the last
Business Day of each week at all times during which the Aggregate Availability
is less than fifteen percent (15%) of the Total Aggregate Commitments in effect
at such time, in
either case by reference to the Borrowing Base Report delivered by the Borrower
to the Administrative Agent pursuant to Section 6.02(g).  The
Borrowing Base shall be subject to adjustment based upon the results of a field
audit pursuant to Section 6.10(b).  The
Borrowing Base shall be equal to the sum of (A) 95% of Eligible U.S.
Government Accounts Receivable; plus (B) 90% of
Eligible Accounts Receivable (other than Eligible U.S. Government Accounts
Receivable) from Preferred Eligible Account Obligors; plus (C) 85% of
Eligible Accounts Receivable (other than Eligible U.S. Government Accounts
Receivable) from Eligible Account Obligors other than Preferred Eligible Account
Obligors; plus
(D) 85% of Eligible Refinery Hydrocarbon Inventory (except for (1) Eligible
Refinery Hydrocarbon Inventory at the Borrower's and its Subsidiaries' service
stations and cardlocks, and (2) Statoil Commingled Inventories), plus (E) 50% of
Eligible Refinery Hydrocarbon Inventory at the Borrower's and the Guarantors'
service stations and cardlocks; plus (F) 60% of
the Lenders' pro rata share of the Statoil Commingled Inventories; plus (G) 50% of
the Eligible Lubricants Inventory; plus (H) 80% of
Eligible In-Transit Crude Oil; plus (I) at the
option of the Borrower, 100% of Eligible Cash; minus (J) 100%
of First Purchase Crude Payables and minus (K) the
Total Outstandings as defined in the Revolving Credit Agreement.

     

    (b)           Additional
Limitations.  Notwithstanding the foregoing, the dollar amount
of the Borrowing Base comprised of (i) Eligible Refinery Hydrocarbon
Inventory set forth in clause (a)(D) above
and (ii) Eligible In-Transit Crude Oil set forth in clause (a)(H) above
shall not, in the aggregate, exceed 80% of the Borrowing Base.  For
purposes of clarity, it is understood that the term "Borrowing Base" as
used in the preceding sentence means the Borrowing Base as calculated pursuant
to Section 2.14(a),
even if the Borrowing Base as so calculated is greater than the Aggregate
Commitments (provided, that, it is hereby
noted that nothing in this Section 2.14(b)
is intended to alter Section 2.03,
which provides that the Outstanding Amount of L/C Obligations may never exceed
the current Borrowing Base).

     

    (c)           Mandatory Prepayments if the
Total Outstanding Amount exceeds the Borrowing Base.  If on any
date, the Total Outstanding Amount exceeds the Borrowing Base, the Borrower
agrees to immediately Cash Collateralize the outstanding Letters of Credit on
such date in an amount equal to the amount by which such Total Outstanding
Amount exceeds the Borrowing Base, provided, however, to the
extent that the Total Outstandings under the Revolving Credit Agreement exceed
the Borrowing Base thereunder and a mandatory prepayment is required pursuant to
Section 2.14(c)
of the 

     

     

    
      
        
        

      

      
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    Revolving
Credit Agreement, the Borrower shall first make such prepayment as required
thereunder, provided, further, to the
extent that the Total Outstanding Amount exceeds the Borrowing Base immediately
after such prepayment, the Borrower shall Cash Collateralize such excess in
accordance with this Section.

     

    (d)           Borrowing Base Determination
and Mandatory Prepayments upon Disposition of Borrowing Base
Assets.  In the event of a Disposition of Borrowing Base Assets
permitted by Section
7.05(a)(viii), if the amount of Net Cash Proceeds of such Disposition,
when added to the Net Cash Proceeds of all other such Dispositions of Borrowing
Base Assets received by the Borrower and its Subsidiaries after the Closing Date
during any calendar year, exceed $30,000,000, then at the time of receipt of
such Net Cash Proceeds of such Disposition the Borrower shall deliver to the
Administrative Agent a Borrowing Base Report prepared taking into account such
Disposition and shall provide such Cash Collateral, if any, as may be required
by Section 2.14(c).

     

    (e)           Miscellaneous.  No
corresponding reduction in the Commitments shall be required by reason of
prepayments pursuant to this Section 2.14.

     

    2.15       
Security.  All
Obligations of the Borrower and the Guarantors shall be secured in accordance
with the Collateral Documents.

     

    2.16       
Increase in
Commitments to $200,000,000.

     

    (a)           Request for
Increase.  Provided that the Aggregate Commitments under this
Agreement as of the Closing Date are less than $200,000,000, and provided there
exists no Default, upon notice to the Administrative Agent (which shall promptly
notify the Lenders), the Borrower may request an increase in the Aggregate
Commitments by an amount (for all such requests) which, when taken together with
the existing Commitments as of the date of such request, shall not exceed
$200,000,000; provided, that any such request
for an increase shall be in a minimum amount of $5,000,000.  At the
time of sending such notice, the Borrower (in consultation with the
Administrative Agent) shall specify the time period within which each Lender is
requested to respond.

     

    (b)           Lender Elections to
Increase.  Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and,
if so, the amount of the increase to which it agrees.  Any Lender not
responding within such time period shall be deemed to have declined to increase
its Commitment.

     

    (c)           Notification by
Administrative Agent; Additional Lenders.  The Administrative
Agent shall notify the Borrower and each Lender of the Lenders' responses to
each request made hereunder.  Subject to the approval of the
Administrative Agent and the L/C Issuer (which approvals shall not be
unreasonably withheld), the Borrower may also invite additional Eligible
Assignees to become Lenders pursuant to a joinder agreement in form and
substance satisfactory to the Administrative Agent and its counsel.

     

    (d)           Effective Date and
Allocations.  If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and the Borrower


     

     

    
      
        
        

      

      
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    shall
determine the effective date (the "Increase Effective
Date") and the final allocation of such increase.  The
Administrative Agent shall promptly notify the Borrower and the Lenders of the
final allocation of such increase and the Increase Effective Date.

     

    (e)           Conditions to Effectiveness
of Increase.  As a condition precedent to such increase, the
Borrower shall deliver to the Administrative Agent a certificate of each Loan
Party dated as of the Increase Effective Date signed by a Responsible Officer of
such Loan Party (i) certifying and attaching the resolutions adopted by such
Loan Party approving or consenting to such increase, and (ii) in the case
of the Borrower, certifying that, before and after giving effect to such
increase, (A) the representations and warranties contained in Article V and
the other Loan Documents are true and correct on and as of the Increase
Effective Date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they are true and correct
as of such earlier date, and except that for purposes of this Section 2.16, the
representations and warranties contained in subsections (a) and
(b) of Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and
(b),
respectively, of Section 6.01,
and (B) no Default exists.

     

    (f)           Conflicting
Provisions.  This Section shall supersede any provisions in
Sections 2.13 or
10.01 to the
contrary.

     

    ARTICLE
III

     

    TAXES, YIELD PROTECTION AND
ILLEGALITY

     

    3.01       
Taxes.

     

    (a)           Payments Free of
Taxes.  Any and all payments by or on account of any obligation
of the Borrower hereunder or under any other Loan Document shall be made free
and clear of and without reduction or withholding for any Indemnified Taxes or
Other Taxes, provided, that if the Borrower
shall be required by applicable law to deduct any Indemnified Taxes (including
any Other Taxes) from such payments, then (i) the sum payable shall be
increased as necessary so that after making all required deductions (including
deductions applicable to additional sums payable under this Section) the
Administrative Agent, Lender or L/C Issuer, as the case may be, receives an
amount equal to the sum it would have received had no such deductions been made,
(ii) the Borrower shall make such deductions and (iii) the Borrower
shall timely pay the full amount deducted to the relevant Governmental Authority
in accordance with applicable law.

     

    (b)           Payment of Other Taxes by
the Borrower.  Without limiting the provisions of subsection (a) above,
the Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.

     

    (c)           Indemnification by the
Borrower.  The Borrower shall indemnify the Administrative
Agent, each Lender and the L/C Issuer, within 10 days after demand
therefor, for the full amount of any Indemnified Taxes or Other Taxes (including


     

     

    
      
        
        

      

      
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    Indemnified
Taxes or Other Taxes imposed or asserted on or attributable to amounts payable
under this Section) paid by the Administrative Agent, such Lender or the L/C
Issuer, as the case may be, and any penalties, interest and reasonable expenses
arising therefrom or with respect thereto, whether or not such Indemnified Taxes
or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority.  A certificate as to the amount of such
payment or liability delivered to the Borrower by a Lender or the L/C Issuer
(with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive
absent manifest error.

     

    (d)           Evidence of
Payments.  As soon as practicable after any payment of
Indemnified Taxes or Other Taxes by the Borrower to a Governmental Authority,
the Borrower shall deliver to the Administrative Agent the original or a
certified copy of a receipt issued by such Governmental Authority evidencing
such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.

     

    (e)           Status of
Lenders.  Any Foreign Lender that is entitled to an exemption
from or reduction of withholding tax under the law of the jurisdiction in which
the Borrower is resident for tax purposes, or any treaty to which such
jurisdiction is a party, with respect to payments hereunder or under any other
Loan Document shall deliver to the Borrower (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably
requested by the Borrower or the Administrative Agent, such properly completed
and executed documentation prescribed by applicable law as will permit such
payments to be made without withholding or at a reduced rate of
withholding.  In addition, any Lender, if requested by the Borrower or
the Administrative Agent, shall deliver such other documentation prescribed by
applicable law or reasonably requested by the Borrower or the Administrative
Agent as will enable the Borrower or the Administrative Agent to determine
whether or not such Lender is subject to backup withholding or information
reporting requirements.

     

    Without
limiting the generality of the foregoing, in the event that the Borrower is
resident for tax purposes in the United States, any Foreign Lender shall deliver
to the Borrower and the Administrative Agent (in such number of copies as shall
be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of the Borrower or the Administrative Agent, but only if such
Foreign Lender is legally entitled to do so), whichever of the following is
applicable:

     

    (i)           
duly completed copies of Internal Revenue Service Form W-8BEN claiming
eligibility for benefits of an income tax treaty to which the United States is a
party,

     

    (ii)           duly
completed copies of Internal Revenue Service Form W-8ECI,

     

    (iii)          in
the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code,
(x) a certificate 

     

     

    
      
        
        

      

      
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    to the
effect that such Foreign Lender is not (A) a "bank" within the
meaning of section 881(c)(3)(A) of
the Code, (B) a "10 percent
shareholder" of the Borrower within the meaning of section 881(c)(3)(B) of
the Code, or (C) a "controlled foreign
corporation" described in section 881(c)(3)(C) of
the Code and (y) duly completed copies of Internal Revenue Service Form
W-8BEN, or

     

    (iv)          any
other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together
with such supplementary documentation as may be prescribed by applicable law to
permit the Borrower to determine the withholding or deduction required to be
made.

     

    (f)           Treatment of Certain
Refunds.  If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any
Taxes or Other Taxes as to which it has been indemnified by the Borrower or with
respect to which the Borrower has paid additional amounts pursuant to this
Section, it shall pay to the Borrower an amount equal to such refund (but only
to the extent of indemnity payments made, or additional amounts paid, by the
Borrower under this Section with respect to the Taxes or Other Taxes giving rise
to such refund), net of all out-of-pocket expenses of the Administrative Agent,
such Lender or the L/C Issuer, as the case may be, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to
such refund), provided, that the Borrower,
upon the request of the Administrative Agent, such Lender or the L/C Issuer,
agrees to repay the amount paid over to the Borrower (plus any penalties,
interest or other charges imposed by the relevant Governmental Authority) to the
Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such
refund to such Governmental Authority.  This subsection shall not be
construed to require the Administrative Agent, any Lender or the L/C Issuer to
make available its tax returns (or any other information relating to its taxes
that it deems confidential) to the Borrower or any other Person.

     

    3.02       
Reserved.

     

    3.03       
Reserved.

     

    3.04       
Increased
Costs.

     

    (a)           Increased Costs
Generally.  If any Change in Law shall:

     

    (i)        
   impose, modify or deem applicable any reserve, special
deposit, compulsory loan, insurance charge or similar requirement against assets
of, deposits with or for the account of, or credit extended or participated in
by, any Lender or the L/C Issuer;

     

    (ii)           subject
any Lender or the L/C Issuer to any tax of any kind whatsoever with respect to
this Agreement, any Letter of Credit, any participation in a Letter of Credit,
or change the basis of taxation of payments to such Lender or the L/C Issuer in
respect thereof (except for Indemnified Taxes or Other Taxes 

     

     

    
      
        
        

      

      
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    covered by
Section 3.01 and
the imposition of, or any change in the rate of, any Excluded Tax payable by
such Lender or the L/C Issuer); or

     

    (iii)         
impose on any Lender or the L/C Issuer any other condition, cost or expense
affecting this Agreement or any Letter of Credit or participation
therein;

     

    and the
result of any of the foregoing shall be to increase the cost to such Lender or
the L/C Issuer of participating in, issuing or maintaining any Letter of Credit
(or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such
Lender or the L/C Issuer hereunder (whether of principal, interest or any other
amount) then, upon request of such Lender or the L/C Issuer, the Borrower agrees
to pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer, as the case
may be, for such additional costs incurred or reduction suffered.

     

    (b)           Capital
Requirements.  If any Lender or the L/C Issuer determines that
any Change in Law affecting such Lender or the L/C Issuer or any Lending Office
of such Lender or such Lender's or the L/C Issuer's holding company, if any,
regarding capital requirements has or would have the effect of reducing the rate
of return on such Lender's or the L/C Issuer's capital or on the capital of such
Lender's or the L/C Issuer's holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or participations in Letters of Credit
held by such Lender, or the Letters of Credit issued by the L/C Issuer, to a
level below that which such Lender or the L/C Issuer or such Lender's or the L/C
Issuer's holding company could have achieved but for such Change in Law (taking
into consideration such Lender's or the L/C Issuer's policies and the policies
of such Lender's or the L/C Issuer's holding company with respect to capital
adequacy), then from time to time the Borrower agrees to pay to such Lender or
the L/C Issuer, as the case may be, such additional amount or amounts as will
compensate such Lender or the L/C Issuer or such Lender's or the L/C Issuer's
holding company for any such reduction suffered.

     

    (c)           Certificates for
Reimbursement.  A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the
L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or
(b) of this
Section and delivered to the Borrower shall be conclusive absent manifest
error.  The Borrower agrees to pay such Lender or the L/C Issuer, as
the case may be, the amount shown as due on any such certificate within
10 days after receipt thereof.

     

    (d)           Delay in
Requests.  Failure or delay on the part of any Lender or the
L/C Issuer to demand compensation pursuant to the foregoing provisions of this
Section shall not constitute a waiver of such Lender's or the L/C Issuer's right
to demand such compensation, provided, that the Borrower
shall not be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or
reductions suffered more than nine months prior to the date that such Lender or
the L/C Issuer, as the case may be, notifies the Borrower of the Change in Law
giving rise to such increased costs or reductions and of such Lender's or the
L/C Issuer's 

     

     

    
      
        
        

      

      
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    intention
to claim compensation therefor (except that, if the Change in Law giving rise to
such increased costs or reductions is retroactive, then the nine-month period
referred to above shall be extended to include the period of retroactive effect
thereof).

     

    (e)           Reserved.

     

    3.05       
Reserved.

     

    3.06       
Mitigation
Obligations; Replacement of Lenders.

     

    (a)           Designation of a Different
Lending Office.  If any Lender requests compensation under
Section 3.04, or
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01,
then such Lender shall use reasonable efforts to designate a different Lending
Office for funding or booking its participations hereunder or to assign its
rights and obligations hereunder to another of its offices, branches or
affiliates, if, in the judgment of such Lender, such designation or assignment
(i) would eliminate or reduce amounts payable pursuant to Sections 3.01 or
3.04, as the
case may be, in the future and (ii) in each case, would not subject such
Lender to any unreimbursed cost or expense and would not otherwise be
disadvantageous to such Lender.  The Borrower hereby agrees to pay all
reasonable costs and expenses incurred by any Lender in connection with any such
designation or assignment.

     

    (b)           Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or if
the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01 the
Borrower may replace such Lender in accordance with Section 10.13.

     

    3.07       
Survival.  All
of the Borrower's obligations under this Article III
shall survive termination of the Aggregate Commitments and repayment of all
other Obligations hereunder.

     

    ARTICLE
IV

     

    CONDITIONS PRECEDENT TO L/C
CREDIT EXTENSIONS

     

    4.01       
Conditions to
Effectiveness.  The effectiveness of this Agreement is subject
to satisfaction of the following conditions precedent:

     

    (a)           The
Administrative Agent's receipt of the following, each of which shall be
originals or telecopies (followed promptly by originals) unless otherwise
specified, and in the case of documents delivered by the Borrower, each properly
executed by a Responsible Officer of the Borrower, each dated the Closing Date
(or, in the case of certificates of governmental officials, a recent date before
the Closing Date) and each in form and substance satisfactory to the
Administrative Agent and each of the Lenders:

     

    (i)           executed
counterparts of this Agreement;

     

     

    
      
        
        

      

      
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    (ii)           the
Collateral Documents, executed by the Loan Parties party thereto in appropriate
form for recording, where necessary, granting Liens in the Collateral owned by
the Borrower and its Subsidiaries, together with:

     

    (A)           such
Lien searches as the Administrative Agent shall have requested, and such
termination statements or other documents as may be necessary to confirm that
the Collateral is subject to no Liens in favor of any Persons (other than the
Liens securing the Obligations and the Liens permitted by Section 7.01);
and

     

    (B)           evidence
that all other actions necessary or, in the opinion of the Administrative Agent
or the Lenders, desirable to perfect and protect such Liens and the
Administrative Agent's ability to preserve and protect its interests in and
access to the Collateral, have been taken;

     

    (iii)          
the L/C Intercreditor Agreement executed by each of the parties
thereto;

     

    (iv)          
an amendment to the Intercreditor Agreement executed by each of the parties
thereto;

     

    (v)           such
certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the
Administrative Agent may require evidencing the identity, authority and capacity
of each Responsible Officer thereof authorized to act as a Responsible Officer
in connection with this Agreement and the other Loan Documents to which such
Loan Party is party;

     

    (vi)          such
documents and certifications as the Administrative Agent may reasonably require
to evidence that each Loan Party is duly organized or formed;

     

    (vii)         
a legal opinion of Davis Polk & Wardwell, counsel to the Loan Parties,
addressed to the Administrative Agent and each Lender; and

     

    (viii)        
a Borrowing Base Certificate;

     

    (b)           the
conditions precedent set forth in Section 4.02(a)
and (b) shall
have been satisfied;

     

    (c)           any
fees required to be paid on or before the Closing Date shall have been paid;
and

     

    (d)           unless
waived by the Administrative Agent, the Borrower shall have paid all fees,
charges and disbursements of counsel to the Administrative Agent to the extent
invoiced prior to the Closing Date, plus such additional amounts of such fees,
charges and disbursements as shall constitute its reasonable estimate of such
fees, charges and disbursements incurred or to be incurred by it through the
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    that such estimate
shall not thereafter preclude a final settling of accounts between the Borrower
and the Administrative Agent).

     

    Without
limiting the generality of the provisions of the last paragraph of Section 9.03,
for purposes of determining compliance with the conditions specified in this
Section 4.01,
each Lender that has signed this Agreement shall be deemed to have consented to,
approved or accepted, or to be satisfied with, each document or other matter
required thereunder to be consented to or approved by or acceptable or
satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its
objection thereto.

     

    4.02       
Conditions to all L/C
Credit Extensions.  The obligation of each Lender to honor any
Request for Credit Extension is subject to the following conditions
precedent:

     

    (a)           The
representations and warranties of the Borrower and each other Loan Party
contained in Article V or any
other Loan Document, or which are contained in any document furnished at any
time under or in connection herewith or therewith, shall be true and correct on
and as of the date of such L/C Credit Extension, before and after giving effect
to such L/C Credit Extension, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be
true and correct as of such earlier date, and except that for purposes of this
Section 4.02,
the representations and warranties contained in subsections (a)
and (b) of
Section 5.05
shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a) and
(b),
respectively, of Section 6.01.

     

    (b)           No
Default shall exist or would result from such proposed L/C Credit
Extension.

     

    (c)           Both
before and after giving effect to such L/C Credit Extension, the Total
Outstanding Amount shall not exceed the lesser of (i) the Aggregate
Commitments and (ii) the Borrowing Base.

     

    (d)           The
Administrative Agent and the L/C Issuer shall have received a Request for Credit
Extension in accordance with the requirements hereof.

     

    Each
Request for Credit Extension submitted by the Borrower shall be deemed to be a
representation and warranty that the conditions specified in Sections 4.02(a),
(b), and (c) have been
satisfied on and as of the date of the applicable L/C Credit
Extension.

     

    ARTICLE
V

     

    REPRESENTATIONS AND
WARRANTIES

     

    The
Borrower represents and warrants to the Administrative Agent and the Lenders
that:

     

    5.01       
Existence,
Qualification and Power; Compliance with Laws.  Each Loan Party
and each Subsidiary thereof (a) is duly organized or formed, validly
existing and in good standing under the Laws of the jurisdiction of its
incorporation or organization, (b) has all 

     

     

    
      
        
        

      

      
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    requisite
power and authority and all requisite governmental licenses, authorizations,
consents and approvals to (i) own its assets and carry on its business and
(ii) execute, deliver and perform its obligations under the Loan Documents
to which it is a party, (c) is duly qualified and licensed and in good
standing under the Laws of each jurisdiction where its ownership, lease or
operation of properties or the conduct of its business requires such
qualification or license, and (d) is in compliance with all Laws; except in
each case referred to in clause (b)(i), (c) or (d), to the extent
that failure to do so could not reasonably be expected to have a Material
Adverse Effect.

     

    5.02       
Authorization; No
Contravention.  The execution, delivery and performance by each
Loan Party of each Loan Document to which such Person is party have been duly
authorized by all necessary corporate or other organizational action, and do not
and will not (a) contravene the terms of such Person's Organization
Documents; (b) conflict with or result in any breach or contravention of,
or the creation of any Lien under, or require any payment to be made under
(i) any Contractual Obligation to which such Person is a party or affecting
such Person, or the properties of such Person or any of its Subsidiaries or
(ii) any order, injunction, writ or decree of any Governmental Authority or
any arbitral award to which such Person or its property is subject; or
(c) violate any Law.  Each Loan Party and each Subsidiary thereof
is in compliance with all Contractual Obligations referred to in clause (b)(i), except
to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.

     

    5.03       
Governmental
Authorization; Other Consents.  No approval, consent,
exemption, authorization or other action by, or notice to or filing with, any
Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance by, or enforcement
against, any Loan Party of this Agreement or any other Loan
Document.

     

    5.04       
Binding
Effect.  This Agreement has been, and each other Loan Document,
when delivered hereunder, will have been, duly executed and delivered by each
Loan Party that is party thereto.  This Agreement constitutes, and
each other Loan Document when so delivered will constitute, the legal, valid and
binding obligation of such Loan Party, enforceable against each Loan Party that
is party thereto in accordance with its terms.

     

    5.05       
Financial Statements;
No Material Adverse Effect.

     

    (a)           The
Audited Financial Statements (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; (ii) fairly present the financial condition of the
Borrower and its Subsidiaries, as applicable, as of the dates thereof and their
results of operations for the periods covered thereby in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein; and (iii) show all material indebtedness and other
liabilities, direct or contingent, of the Borrower and its Subsidiaries, as
applicable, as of the dates thereof, including liabilities for taxes, material
commitments and Indebtedness.

     

    (b)           The
unaudited consolidated balance sheet of the Borrower and its Subsidiaries as of
March 31, 2008, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for the fiscal quarter ended on
such date (i) were prepared in accordance with GAAP consistently applied
throughout the period

     

     

    
      
        
        

      

      
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    covered
thereby, except as otherwise expressly noted therein, and (ii) fairly
present the financial condition of the Borrower and its Subsidiaries as of the
date thereof and their results of operations for the periods covered thereby,
subject, in the case of clauses (i) and (ii), to the absence
of footnotes and to normal year-end audit adjustments.

     

    (c)           Since
the dates of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could
reasonably be expected to have a Material Adverse Effect.

     

    5.06       
Litigation.  There
are no actions, suits, proceedings, claims or disputes pending or, to the
knowledge of the Borrower after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental
Authority, by or against the Borrower or any of its Subsidiaries or against any
of their properties or revenues (a) except as disclosed on Schedule 5.06,
that purport to affect or pertain to this Agreement or any other Loan Document,
or any of the transactions contemplated hereby, or (b) that either
individually or in the aggregate could reasonably be expected to have a Material
Adverse Effect.

     

    5.07       
No
Default.  No Default exists or would be reasonably expected to
result from the incurring of any Obligations by the Borrower or from the grant
or perfection of the Liens of the Administrative Agent and the Lenders on the
Collateral.  Neither of the Borrower nor any of its Subsidiaries is in
default under or with respect to any Contractual Obligation that could, either
individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.  No Default has occurred and is continuing or would
result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.

     

    5.08       
Ownership of Property;
Liens.  The Borrower and each Subsidiary has good record and
indefeasible title in fee simple to, or valid leasehold interests in, all real
property necessary or used in the ordinary conduct of its business, except for
such defects in title as could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.  The property of the
Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted
by Section 7.01.

     

    5.09       
Environmental
Compliance.  The Borrower and its Subsidiaries conduct in the
ordinary course of business a review of the effect of existing Environmental
Laws and claims alleging potential liability or responsibility for violation of
any Environmental Law on their respective businesses, operations and properties,
and as a result thereof, the Borrower has reasonably concluded that such
Environmental Laws and claims could not, individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect.

     

    5.10       
Insurance.  The
properties of the Borrower and its Subsidiaries are insured with financially
sound and reputable insurance companies not Affiliates of the Borrower, in such
amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Borrower or the applicable Subsidiary
operates.

     

    5.11       
Taxes.  The
Borrower and its Subsidiaries have filed all Federal, state and other material
tax returns and reports required to be filed, and have paid all Federal, state
and other 

     

     

    
      
        
        

      

      
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    material
taxes, assessments, fees and other governmental charges levied or imposed upon
them or their properties, income or assets otherwise due and payable, except
those which are being contested in good faith by appropriate proceedings
diligently conducted and for which adequate reserves have been provided in
accordance with GAAP.  There is no proposed tax assessment against the
Borrower or any Subsidiary that would, if made, have a Material Adverse
Effect.  Neither any Loan Party nor any Subsidiary thereof is party to
any tax sharing agreement.

     

    5.12       
ERISA
Compliance.

     

    (a)           Each
Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws.  Each Plan that is
intended to qualify under Section 401(a) of the
Code has received a favorable determination letter from the IRS or an
application for such a letter is currently being processed by the IRS with
respect thereto and, to the best knowledge of the Borrower, nothing has occurred
which would prevent, or cause the loss of, such qualification.  The
Borrower and each ERISA Affiliate have made all required contributions to each
Plan subject to Section 412 of the Code,
and no application for a funding waiver or an extension of any amortization
period pursuant to Section 412 of the Code
has been made with respect to any Plan.

     

    (b)           There
are no pending or, to the best knowledge of the Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to
any Plan that could reasonably be expected to have a Material Adverse
Effect.  There has been no prohibited transaction or violation of the
fiduciary responsibility rules with respect to any Plan that has resulted or
could reasonably be expected to result in a Material Adverse
Effect.

     

    (c)           (i) No
ERISA Event has occurred or is reasonably expected to occur; (ii) no
Pension Plan has any Unfunded Pension Liability in excess of the Threshold
Amount; (iii) neither of the Borrower nor any ERISA Affiliate has incurred,
or reasonably expects to incur, any liability under Title IV of ERISA with
respect to any Pension Plan (other than premiums due and not delinquent under
Section 4007 of ERISA);
(iv) neither of the Borrower nor any ERISA Affiliate has incurred, or
reasonably expects to incur, any liability (and no event has occurred which,
with the giving of notice under Section 4219 of ERISA,
would result in such liability) under Sections 4201 or 4243 of ERISA with respect to
a Multiemployer Plan; and (v) neither of the Borrower nor any ERISA
Affiliate has engaged in a transaction that could be subject to Sections 4069 or 4212(c) of
ERISA.

     

    5.13       
Subsidiaries; Equity
Interests.  As of the Closing Date, the Borrower has no
Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13,
and all of the outstanding Equity Interests in such Subsidiaries have been
validly issued, are fully paid and nonassessable and are owned by a Loan Party
in the amounts specified on Part (a) of Schedule 5.13
free and clear of all Liens except those created under the Collateral Documents,
the Revolver Collateral Documents and the Term Collateral
Documents.  The Borrower has no equity investments in any other
corporation or entity other than those specifically disclosed in Part
(b) of Schedule 5.13.

     

     

    
      
        
        

      

      
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    5.14       
Margin Regulations;
Investment Company Act.

     

    (a)           The
Borrower is not engaged and will not engage, principally or as one of its
important activities, in the business of purchasing or carrying margin stock
(within the meaning of Regulation U issued by the FRB), or extending credit
for the purpose of purchasing or carrying margin stock.  Following the
application of the proceeds of each drawing under each Letter of Credit, not
more than 25% of the value of the assets (either of the Borrower only or of the
Borrower and its Subsidiaries on a consolidated basis) subject to the provisions
of Section 7.01 or
Section 7.05 or
subject to any restriction contained in any agreement or instrument between the
Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness
and within the scope of Section 8.01(e)
will be margin stock.

     

    (b)           None
of the Borrower, any Person Controlling the Borrower, or any Subsidiary is or is
required to be registered as an "investment company"
under the Investment Company Act of 1940.

     

    5.15       
Disclosure.  The Borrower
has disclosed to the Administrative Agent and the Lenders all agreements,
instruments and corporate or other restrictions to which it or any of its
Subsidiaries is subject, and all other matters known to it, that, individually
or in the aggregate, could reasonably be expected to result in a Material
Adverse Effect.  No report, financial statement, certificate or other
information furnished (whether in writing or orally) by or on behalf of any Loan
Party to the Administrative Agent or any Lender in connection with the
transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified
or supplemented by other information so furnished) contains any material
misstatement of fact or omits to state any material fact necessary to make the
statements therein, in the light of the circumstances under which they were
made, not misleading; provided, that, with respect to
projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be
reasonable at the time.

     

    5.16       
Compliance with
Laws.  The Borrower and each Subsidiary is in compliance in all
material respects with the requirements of all Laws and all orders, writs,
injunctions and decrees applicable to it or to its properties, except in such
instances in which (a) such requirement of Law or order, writ, injunction
or decree is being contested in good faith by appropriate proceedings diligently
conducted or (b) the failure to comply therewith, either individually or in
the aggregate, could not reasonably be expected to have a Material Adverse
Effect.

     

    5.17       
Intellectual Property;
Licenses, etc.  The Borrower and its Subsidiaries own, or
possess the right to use, all of the trademarks, service marks, trade names,
copyrights, patents, patent rights, franchises, licenses and other intellectual
property rights that are reasonably necessary for the operation of their
respective businesses, without conflict with the rights of any other
Person.  To the best knowledge of the Borrower, no slogan or other
advertising device, product, process, method, substance, part or other material
now employed, or now contemplated to be employed, by the Borrower or any
Subsidiary infringes upon any rights held by any other Person.  No
claim or litigation regarding any of the foregoing is pending or, to the best


     

     

    
      
        
        

      

      
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    knowledge
of the Borrower, threatened, which, either individually or in the aggregate,
could reasonably be expected to have a Material Adverse Effect.

     

    5.18       
Solvency.  Each
Loan Party is, individually and together with its Subsidiaries on a consolidated
basis, Solvent.

     

    5.19       
Collateral
Documents.

     

    (a)           The
provisions of each of the Collateral Documents are effective to create in favor
of the Administrative Agent, for the benefit of the Lender Secured Parties, a
legal, valid and enforceable (i) first priority security interest in all
right, title and interest of the Loan Parties in the Revolver Priority
Collateral described therein, pari passu with the Revolver
Liens and (ii) second priority security interest (subject only to the Term
Priority Liens) in all right, title and interest of the Loan Parties in the Term
Priority Collateral described therein, pari passu with the Revolver
Liens, in each case, subject to the terms and provisions of the Intercreditor
Agreement and the L/C Intercreditor Agreement.  Financing statements
have been filed in the offices in all of the jurisdictions listed in the
schedules to each Security Agreement executed by a Loan Party.

     

    (b)           All
representations and warranties of the Loan Parties contained in the Collateral
Documents are true and correct in all material respects.

     

    ARTICLE
VI

     

    AFFIRMATIVE
COVENANTS

     

    So long as
any Lender shall have any Commitment hereunder, any Obligation hereunder shall
remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,
the Borrower shall, and shall (except in the case of the covenants set forth in
Sections 6.01,
6.02, and 6.03) cause each
Subsidiary to:

     

    6.01       
Financial
Statements.  Deliver to the Administrative Agent, in form and
detail satisfactory to the Administrative Agent and the Required
Lenders:

     

    (a)           as
soon as available, but in any event within 90 days after the end of each
fiscal year of the Borrower, a consolidated balance sheet of the Borrower and
its Subsidiaries as of the end of such fiscal year, and the related consolidated
statements of income or operations, shareholders' equity and cash flows for such
fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with
GAAP, such consolidated statements to be audited and accompanied by a report and
opinion of an independent certified public accountant of nationally recognized
standing reasonably acceptable to the Required Lenders, which report and opinion
shall be prepared in accordance with generally accepted auditing standards and
shall not be subject to any "going concern" or
like qualification or exception or any qualification or exception as to the
scope of such audit; and

     

     

    
      
        
        

      

      
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    (b)           as
soon as available, but in any event within 45 days after the end of each of
the first three fiscal quarters of each fiscal year of the Borrower, a
consolidated balance sheet of the Borrower and its Subsidiaries as of the end of
such fiscal quarter, and the related consolidated statements of income or
operations, shareholders' equity and cash flows for such fiscal quarter and for
the portion of the Borrower's fiscal year then ended, setting forth in each case
in comparative form the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year,
all in reasonable detail, such consolidated statements to be certified by a
Responsible Officer of the Borrower as fairly presenting the financial
condition, results of operations, shareholders' equity and cash flows of the
Borrower and its Subsidiaries in accordance with GAAP, subject only to normal
year-end audit adjustments and the absence of footnotes.

     

    As to any
information contained in materials furnished pursuant to Section 6.02(d),
the Borrower shall not be separately required to furnish such information under
clause (a) or
(b) above, but
the foregoing shall not be in derogation of the obligation of the Borrower to
furnish the information and materials described in clauses (a) and
(b) above at
the times specified therein.

     

    6.02       
Certificates; Field
Audits; Other Information.  Deliver to the Administrative
Agent, in form and detail satisfactory to the Administrative Agent and the
Required Lenders:

     

    (a)           concurrently
with the delivery of the financial statements referred to in Section 6.01(a), a
certificate of its independent certified public accountants certifying such
financial statements;

     

    (b)           concurrently
with the delivery of the financial statements referred to in Sections 6.01(a) and
(b), a duly completed Compliance Certificate signed by a Responsible Officer of
the Borrower;

     

    (c)           promptly
after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the
board of directors or audit committee of the board of directors (or comparable
board or committee) of any Loan Party by independent accountants in connection
with the accounts or books of such Loan Party, or any audit of any of
them;

     

    (d)           promptly
after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders, partners or
members of any Loan Party, and copies of all annual, regular, periodic and
special reports and registration statements which any Loan Party may file or be
required to file with the SEC under Section 13 or 15(d) of the Securities
Exchange Act of 1934, and not otherwise required to be delivered to the
Administrative Agent pursuant hereto;

     

    (e)           promptly
after the furnishing thereof, copies of any statement or report furnished to any
holder of debt securities of any Loan Party or any Subsidiary thereof pursuant
to the terms of any indenture, loan or credit or similar agreement and not


     

     

    
      
        
        

      

      
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    otherwise
required to be furnished to the Lenders pursuant to Section 6.01 or
any other clause of this Section 6.02;

     

    (f)           promptly,
and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence
received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation or possible investigation or other
inquiry by such agency regarding financial or other operational results of any
Loan Party or any Subsidiary thereof;

     

    (g)           a
Borrowing Base Report certified by a Responsible Officer of the Borrower as
fairly presenting the Eligible Refinery Hydrocarbon Inventory, Eligible Accounts
Receivable, Statoil Commingled Inventories, Eligible Lubricants Inventory and
Eligible In-Transit Crude Oil (and, if applicable, Eligible Cash) as of the 15th
day or the last day of the relevant month, as applicable, and, if requested by
the Administrative Agent or any Lender, a listing and aging of Eligible Accounts
Receivable by counterparty, and a schedule of inventory volumes and market rates
(with sources); provided, that if Aggregate Availability is less than fifteen
percent (15%) of the Total Aggregate Commitments then in effect, the Borrower
shall deliver such report and information weekly, in each case as set forth in
clauses (A) or (B) below, as applicable:

     

    (A)           Semi-Monthly
Reporting.  The Borrower shall deliver a Borrowing Base Report
within 12 Business Days following the 15th day and the last day of each month,
unless clause
(B) below applies.  Each semi-monthly Borrowing Base Report
shall be prepared as of the 15th day or the last day of each calendar month, as
applicable, and shall be delivered not later than 12 Business Days after the end
of the applicable period; and

     

    (B)           Weekly
Reporting.  If during any month Aggregate Availability is less
than fifteen percent (15%) of the Total Aggregate Commitments then in effect for
a period of three consecutive Business Days (the third such Business Day being
herein referred to as the "Third Consecutive
Day"), then the Borrower shall be required to deliver Borrowing Base
Reports weekly.  The first such Borrowing Base Report shall be
prepared as of Friday of the week in which the Third Consecutive Day occurs, and
shall be delivered not later than Friday of the following week.  The
Borrower shall continue to deliver weekly Borrowing Base Reports thereafter
(each such Borrowing Base Report shall cover a one-week period ending on a
Friday and shall be delivered on the following Friday), until Aggregate
Availability is equal to or greater than fifteen percent (15%) of the Total
Aggregate Commitments then in effect for an entire month;

     

    provided, that if any day on
which a Borrowing Base Report is required to be delivered is not a Business Day,
then the Borrowing Base Report otherwise required to be delivered on such day
shall instead be delivered on the next succeeding Business Day;

     

     

    
      
        
        

      

      
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      (h)           on
or before June 30 of each year, commencing June 30, 2008, and at any
time at the request of the Administrative Agent following an Event of Default, a
field audit and inventory valuation report prepared by Bank of America Business
Credit, Inc., in form and substance satisfactory to the Administrative
Agent;

       

      (i)           concurrently
with any notice provided to the Revolver Administrative Agent or the lenders
under the Revolving Credit Agreement, of the occurrence of a Default as therein
defined;

       

      (j)           concurrently
with any notice provided to the Term Administrative Agent or the lenders under
the Term Loan Credit Agreement, of the occurrence of a Default as therein
defined;

       

      (k)           (i) on
the last Business Day of each month, an updated 13 week cash flow projection and
(ii) on the first Business Day of each week, a report demonstrating
variances from the prior cash flow projection provided under this subsection,
demonstrating variances on a weekly and a cumulative basis, each in form and
substance reasonably satisfactory to the Administrative Agent; and

       

      (l)           promptly,
such additional information regarding the business, financial or corporate
affairs of the Borrower or any Subsidiary, or compliance with the terms of the
Loan Documents, as the Administrative Agent or any Lender may from time to time
reasonably request.

       

      Documents
required to be delivered pursuant to Section 6.01(a)
or (b) or Section 6.02(d)
(to the extent any such documents are included in materials otherwise filed with
the SEC) may be delivered electronically and if so delivered, shall be deemed to
have been delivered on the date (i) on which the Borrower posts such
documents, or provide a link thereto on the Borrower's website on the Internet
at the website address listed on Schedule 10.02;
or (ii) on which such documents are posted on the Borrower's behalf on an
Internet or intranet website, if any, to which each Lender and the
Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); provided, that: (i) the
Borrower shall deliver paper copies of such documents to the Administrative
Agent or any Lender that requests the Borrower to deliver such paper copies
until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii) the Borrower shall notify the
Administrative Agent and each Lender (by telecopier or electronic mail) of the
posting of any such documents and provide to the Administrative Agent by
electronic mail electronic versions (i.e., soft copies)
of such documents.  Notwithstanding anything contained herein, in
every instance the Borrower shall be required to provide paper copies of the
Compliance Certificates required by Section 6.02(b)
to the Administrative Agent.  Except for such Compliance Certificates,
the Administrative Agent shall have no obligation to request the delivery or to
maintain copies of the documents referred to above, and in any event shall have
no responsibility to monitor compliance by the Borrower with any such request
for delivery, and each Lender shall be solely responsible for requesting
delivery to it or maintaining its copies of such documents.  In the
event that the Borrower furnishes to the Administrative Agent written notices or
other documentation pursuant to this Section 6.02,
the Administrative Agent shall

       

      
        
          
          

        

        
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      promptly
furnish a copy thereof to each Lender pursuant to the procedures for notices and
communications set forth in Section 10.02.

       

      The
Borrower hereby acknowledges that (a) the Administrative Agent and/or the
Arranger will make available to the Lenders and the L/C Issuer materials and/or
information provided by or on behalf of the Borrower hereunder (collectively,
"Borrower
Materials") by posting the Borrower Materials on IntraLinks or another
similar electronic system (the "Platform") and
(b) certain of the Lenders (each, a "Public Lender") may have personnel who
do not wish to receive material non-public information with respect to the
Borrower or its Affiliates, or the respective securities of any of the
foregoing, and who may be engaged in investment and other market-related
activities with respect to such Persons' securities.  The Borrower
hereby agrees that (i) all Borrower Materials that are to be made available
to Public Lenders shall be clearly and conspicuously marked "PUBLIC" which, at a
minimum, shall mean that the word "PUBLIC" shall appear prominently on the first
page thereof; (ii) by marking Borrower Materials "PUBLIC," the Borrower
shall be deemed to have authorized the Administrative Agent, the Arranger, the
L/C Issuer and the Lenders to treat the Borrower Materials as not containing any
material non-public information with respect to the Borrower or its securities
for purposes of United States Federal and state securities laws (provided, however, that to the
extent the Borrower Materials constitute Information, they shall be treated as
set forth in Section 10.07);
(iii) all Borrower Materials marked "PUBLIC" are permitted to be made
available through a portion of the Platform designated "Public Investor;" and
(iv) the Administrative Agent and the Arranger shall be entitled to treat
any Borrower Materials that are not marked "PUBLIC" as being suitable only for
posting on a portion of the Platform not designated "Public Investor."
Notwithstanding the foregoing, the Borrower shall be under no obligation to mark
any Borrower Materials "PUBLIC."

       

      6.03       
Notices.  Promptly
notify the Administrative Agent and each Lender of:

       

      (a)           the
occurrence of any Default;

       

      (b)           any
matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i) breach or non-performance of, or any default
under, a Contractual Obligation of the Borrower or any Subsidiary; (ii) any
dispute, litigation, investigation, proceeding or suspension between the
Borrower or any Subsidiary and any Governmental Authority; or (iii) the
commencement of, or any material development in, any litigation or proceeding
affecting the Borrower or any Subsidiary, including pursuant to any applicable
Environmental Laws;

       

      (c)           the
(i) occurrence of any Disposition of property or assets for which the
Borrower is required to make a mandatory prepayment pursuant to the Term Loan
Documents, (ii) incurrence or issuance of any Indebtedness for which the
Borrower is required to make a mandatory prepayment pursuant to the Term Loan
Documents, and (iii) receipt of any Extraordinary Receipt for which the
Borrower is required to make a mandatory prepayment pursuant to the Term Loan
Documents;

       

      (d)           the
occurrence of any ERISA Event; and

       

      
        
          
          

        

        
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      (e)           any
material change in accounting policies or financial reporting practices by the
Borrower or any Subsidiary.

       

      Each
notice pursuant to this Section shall be accompanied by a statement of a
Responsible Officer of the Borrower setting forth details of the occurrence
referred to therein and stating what action the Borrower has taken and proposes
to take with respect thereto.  Each notice pursuant to Section 6.03(a)
shall describe with particularity any and all provisions of this Agreement and
any other Loan Document that have been breached.

       

      6.04       
Payment of
Obligations.  Pay and discharge as the same shall become due
and payable, all its obligations and liabilities, including (a) all tax
liabilities, assessments and governmental charges or levies upon it or its
properties or assets, unless the same are being contested in good faith by
appropriate proceedings diligently conducted and adequate reserves in accordance
with GAAP are being maintained by the Borrower or such Subsidiary; (b) all
lawful claims which, if unpaid, would by law become a Lien upon its property;
and (c) all Indebtedness, as and when due and payable, but subject to any
subordination provisions contained in any instrument or agreement evidencing
such Indebtedness.

       

      6.05       
Preservation of
Existence, etc.  (a) Preserve, renew and maintain in full
force and effect its legal existence and good standing under the Laws of the
jurisdiction of its organization except in a transaction permitted by Section 7.04 or
7.05;
(b) take all reasonable action to maintain all rights, privileges, permits,
licenses and franchises necessary or desirable in the normal conduct of its
business, except to the extent that failure to do so could not reasonably be
expected to have a Material Adverse Effect; and (c) preserve or renew all
of its registered patents, trademarks, trade names and service marks, the
non-preservation of which could reasonably be expected to have a Material
Adverse Effect.

       

      6.06       
Maintenance of
Properties.  (a) Maintain, preserve and protect all of its
material properties and equipment necessary in the operation of its business in
good working order and condition, ordinary wear and tear excepted; (b) make all
necessary repairs thereto and renewals and replacements thereof except where the
failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (c) use the standard of care typical in the industry in the
operation and maintenance of its facilities.

       

      6.07       
Maintenance of
Insurance.

       

      (a)           At
all times, at its expense, cause to be carried and maintained with reputable
insurers, insurance (including property insurance, liability insurance, business
interruption insurance, and workers' compensation insurance) of the kinds and in
the amounts and with deductibles as are customarily maintained by prudent
companies in similar circumstances, carrying on similar businesses or having
comparable properties and reasonably acceptable to the Required
Lenders.

       

      (b)           All
insurance required to be maintained by the Borrower shall comply with the
following general requirements: (i) all insurance shall be written by
insurance companies that are rated in A.M. Best's Key Insurance Rating Guide or
any successor thereto (or if there be none, an organization having a similar
national reputation) with a

       

      
        
          
          

        

        
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      general
policyholder rating of "A-" or better and a financial rating of at least "VIII"
or otherwise reasonably acceptable to the Required Lenders; (ii) liability
insurance, business interruption insurance and property insurance in respect of
the Collateral (other than workers' compensation and employer's liability
insurance, and other than insurance covering costs of compliance with the Agreed
Order issued in 2000 by the Texas Commission on Environmental Quality with
respect to the El Paso refinery (the "Agreed Order
Coverage") shall name the Administrative Agent (or, if required by the
Intercreditor Agreement or the L/C Intercreditor Agreement, the Control Agent)
and the Lenders as additional insureds and/or as mortgagee/loss payees, as their
respective interests may appear; (iii) with the exception of the Agreed
Order Coverage, each policy shall provide that (A) it will not be cancelled
except after not less than 30 days' (but 10 days if for non-payment of
premium) prior written notice to the Administrative Agent; (B) the
interests of the Administrative Agent and the Lenders shall not be invalidated
or otherwise compromised by any act or negligence of, or breach of
representation or warranty by the Borrower or any Person having an interest in
the Property and (C) such insurance is primary with respect to any other
insurance carried by or available to the Administrative Agent and/or any Lender;
and (iv) with the exception of the Agreed Order Coverage, insurers shall
waive their rights of subrogation, setoff, counterclaim, or other deduction,
whether by attachment or otherwise, against the Administrative Agent, the
Control Agent and the Lenders and further the insurers shall waive any right to
claim any premiums or commission against the Administrative Agent, the Control
Agent or any Lender.

       

      (c)           The
Borrower will notify the Administrative Agent and the Lenders at least
10 days prior to any policy cancellation, reduction in policy limits,
modification or amendment or other material change which would result in
non-compliance with the requirements of this Section 6.07.

       

      (d)           No
provision of this Section 6.07
shall impose on the Administrative Agent, the Control Agent or Lenders any duty
or obligation to verify the existence or adequacy of the insurance coverage
maintained by the Borrower or other Loan Parties, nor shall the Administrative
Agent, the Control Agent or the Lenders be responsible for any representations
or warranties made by or on behalf of the Borrower to any insurance company or
underwriter.  Any failure on the part of the Administrative Agent, the
Control Agent or the Lenders to pursue or obtain the evidence of insurance
required by this Section 6.07
from the Borrower or other Loan Parties and/or failure of the Administrative
Agent or the Lenders to point out any non-compliance of such evidence of
insurance shall not constitute a waiver of any of the insurance requirements in
this Section
6.07.

       

      (e)           Prior
to the expiration dates of expiring policies, the Borrower shall deliver to the
Administrative Agent evidence of insurance issued by the insurer(s) or their
authorized representatives evidencing insurance required to be maintained by the
Borrower pursuant to this Section 6.07,
together with a certificate or other statement signed by an officer of the
Borrower, certifying on behalf of the Borrower that the Borrower maintains
insurance as required by this Section 6.07.

       

      
        
          
          

        

        
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      (f)           During
the existence and continuation of an Event of Default, all insurance proceeds or
condemnation proceeds received by the Borrower, any Subsidiary, the
Administrative Agent or the Control Agent in respect of Revolver Priority
Collateral shall, at the direction of the Administrative Agent or the Required
Lenders (i) be applied to repay the Obligations or (ii) held in an
account held by the Administrative Agent for the benefit of the Lenders Parties
(the "Casualty
Proceeds Account").  The Borrower hereby grants to the
Administrative Agent for the benefit of the Lenders Parties, a Lien in the
Casualty Proceeds Account to secure the Obligations, and shall execute such
security agreements or control agreements as the Administrative Agent may
request in order to perfect such first priority Lien in the Casualty Proceeds
Account.  The Administrative Agent may invest funds in the Casualty
Proceeds Account in a deposit account at Bank of America, N.A. (or such other
institution as shall then be acting as Administrative Agent) as depository bank
or, at the option of the Administrative Agent, in Cash Equivalents, provided, however, in the event
the Revolver Indebtedness has not been paid in full, such Casualty Proceeds
Account shall be subject to the Intercreditor Agreement and the L/C
Intercreditor Agreement.

       

      (g)           The
Borrower, for itself and on behalf of each of its Subsidiaries, hereby
irrevocably makes, constitutes and appoints the Administrative Agent, during the
existence and continuation of a Default, as the Borrower's and each Subsidiary's
true and lawful agent and attorney-in-fact for the purpose of making, settling
and adjusting claims under policies of "all risk" insurance with respect to the
Revolver Priority Collateral, and for endorsing the name of the Borrower and its
Subsidiaries on any check or other item of payment for the proceeds of such
insurance.

       

      6.08       
Compliance with Laws
and Contractual Obligations.  Comply in all material respects
with the requirements of all Laws and all orders, writs, injunctions and decrees
applicable to it or to its business or property and all Contractual Obligations,
except in such instances in which (a) such requirement of Law or order,
writ, injunction or decree is being contested in good faith by appropriate
proceedings diligently conducted; or (b) the failure to comply therewith
could not reasonably be expected to have a Material Adverse Effect.

       

      6.09       
Books and
Records.  Maintain proper books of record and account, in which
full, true and correct entries in conformity with GAAP consistently applied
shall be made of all financial transactions and matters involving the assets and
business of the Borrower or such Subsidiary, as the case may be; and (b)
maintain such books of record and account in material conformity with all
applicable requirements of any Governmental Authority having regulatory
jurisdiction over the Borrower or such Subsidiary, as the case may
be.

       

      6.10       
Inspection Rights;
Field Audits.

       

      (a)           Permit
representatives and independent contractors of the Administrative Agent and each
Lender to visit and inspect any of its properties, to examine its corporate,
financial and operating records, and make copies thereof or abstracts therefrom,
and to discuss its affairs, finances and accounts with its directors, officers,
and independent public accountants, all at the expense of the Borrower and at
such reasonable times during normal business hours and as often as may be
reasonably desired, upon reasonable

       

      
        
          
          

        

        
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      advance
notice to the Borrower; provided, however, that when an
Event of Default exists, the Administrative Agent or any Lender (or any of their
respective representatives or independent contractors) may do any of the
foregoing at the expense of the Borrower at any time during normal business
hours and without advance notice; and

       

      (b)           Obtain
and deliver field audit and inventory valuations at the expense of the Borrower
in accordance with Section 6.02(h);
and when an Event of Default exists hereunder, permit the Administrative Agent
or any authorized representative or agent thereof to conduct such field audit
and inventory valuation at the expense of the Borrower at any time during normal
business hours and without advance notice.

       

      6.11       
Use of
Proceeds.  Use the L/C Credit Extensions for general corporate
purposes not in contravention of any Law or of any Loan Document.

       

      6.12       
Guarantors; Additional
Security Agreements.

       

      (a)           Notify
the Administrative Agent at the time that any Person becomes a Subsidiary, and
promptly thereafter (and in any event within 30 days), cause each such
Subsidiary that is organized under the laws of any state in the United States of
America that (i) has total assets with a book value of $5,000,000 or more
or (ii) executes a guaranty agreement with respect to the Borrower's
obligations under any other Indebtedness for borrowed money, to (x) become
a Guarantor by executing and delivering to the Administrative Agent a Guaranty
or such other document as the Administrative Agent shall deem appropriate for
such purpose, and (y) deliver to the Administrative Agent such documents of
the types referred to in Sections 4.01(a)(v)
and 4.01(a)(vi)
and such opinions of counsel (including opinions as to the legality, validity,
binding effect and enforceability of such documentation) as the Administrative
Agent requires, all in form, content and scope reasonably satisfactory to the
Administrative Agent.

       

      (b)           Cause
each Person that becomes a Subsidiary after the date of this Agreement to (i)
execute and deliver to the Administrative Agent a Security Agreement, deeds of
trust or mortgages covering any real property on which a Lien is required
pursuant to this Section 6.12, a
joinder agreement to the Intercreditor Agreement and the L/C Intercreditor
Agreement and such financing statements and other documents and instruments
related thereto as the Administrative Agent or the Required Lenders may require,
and (ii) deliver to the Administrative Agent such documents of the types
referred to in Sections 4.01(a)(v)
and 4.01(a)(vi)
and such opinions of counsel (including opinions as to the legality, validity,
binding effect and enforceability of such documentation) as the Administrative
Agent requires, all in form, content and scope reasonably satisfactory to the
Administrative Agent.

       

      (c)           The
Borrower will cause the Refineries, and all of the Borrower's and its
Subsidiaries' other material real property and personal property (other than
motor vehicles) and assets, to be subject at all times to perfected Liens in
favor of the Administrative Agent to secure the Obligations pursuant to the
terms and conditions of Collateral Documents as the Administrative Agent shall
reasonably request, subject in

       

      
        
          
          

        

        
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      any case
to Liens permitted under Section 7.01 and
rights of lenders and agents under the Revolver Collateral Documents and the
Term Collateral Documents as provided in the Intercreditor Agreement and the L/C
Intercreditor Agreement; provided, however, that for so
long as no Default has occurred and is existing, the Borrower and its
Subsidiaries shall not be required to grant Liens on (or perfect Liens on
fixtures located at) real property consisting of Terminals, convenience stores,
retail sale locations or card locks, or on aircraft owned by the Borrower or its
Subsidiaries and used for company business.  In the case of Collateral
of the type described in the definition of Revolver Priority Collateral, the
Liens securing the Obligations shall be first priority Liens, pari passu with the Revolver
Liens and in the case of Collateral of the type described in the definition of
Term Priority Collateral, the Liens securing the Obligations shall be second in
priority to the Liens of the lenders and agents under the Term Collateral
Documents as provided in the Intercreditor Agreement.

       

      With
respect to real property other than real property used for operation of the
Refineries, the Borrower may propose that real property be deemed not material
for purposes of this Section 6.12, and
such proposal shall be subject to the disapproval of Administrative Agent or the
Required Lenders.

       

      (d)           In
furtherance of the foregoing provisions of this Section 6.12, in
connection with property that becomes property owned by the Borrower or any
Subsidiary after the Closing Date, if a Lien on such property is required by
Section 6.12(c),
the Borrower shall deliver and shall cause each of its Subsidiaries to deliver
such documentation as the Administrative Agent may deem necessary or desirable
in connection with the creation of such Lien, including mortgages, deeds of
trust, security agreements, UCC-1 financing statements, and real estate title
insurance policies (or copies of such policies issued to the Revolver
Administrative Agent or the Term Administrative Agent), surveys, environmental
reports, landlord's waivers, certified resolutions and other organizational and
authorizing documents of the grantor of liens, favorable opinions of counsel
(which shall cover, among other things, the legality, validity, binding effect
and enforceability of the documentation referred to above and the perfection of
the Administrative Agent's Liens thereunder) and other items reasonably
requested by the Administrative Agent, all in form, content and scope reasonably
satisfactory to the Administrative Agent.

       

      (e)           Reserved.

       

      (f)           Notwithstanding
anything to the contrary in this Agreement, (i) as long as Navajo
Convenient Stores Co., LLC has total assets with a book value of less than
$5,000,000 and has not guaranteed any Indebtedness, Navajo Convenient Stores
Co., LLC shall not be required to execute Collateral Documents; and (ii) as
long as Western Refining Yorktown Holding Company
has no assets and has not guaranteed any Indebtedness, Western Refining Yorktown Holding Company
shall not be required to execute any Collateral Documents.

       

      (g)           In
the case of assets or properties other than the Refineries, this Agreement and
the other Loan Documents shall not require the creation or perfection
of

       

      
        
          
          

        

        
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      Liens in
particular properties or assets if and for so long as, in the reasonable
judgment of the Administrative Agent, the cost of creating or perfecting such
Liens in such property shall be excessive in view of the benefits to be obtained
by the Lenders therefrom.  The Administrative Agent may grant
extensions of time for the creation and perfection of Liens in particular assets
or property where it determines, in consultation with the Borrower, that such
action cannot be accomplished without undue effort or expense by the time or
times at which it would otherwise be required by this Agreement or the other
Loan Documents.

       

      6.13       
Reserved.

       

      6.14       
Further
Assurances.  Promptly upon request by the Administrative Agent
or the Required Lenders, the Borrower shall (and shall cause any of its
Subsidiaries to) do, execute, acknowledge, deliver, record, re-record, file,
re-file, register and re-register, any and all such further acts, deeds,
conveyances, security agreements, mortgages, assignments, estoppel certificates,
financing statements and continuations thereof, termination statements, notices
of assignment, transfers, certificates, assurances and other instruments the
Administrative Agent or such Lenders, as the case may be, may reasonably require
from time to time in order to (i) carry out more effectively the purposes
of this Agreement or any other Loan Document, (ii) subject to the Liens
created by any of the Collateral Documents as any of the properties, rights or
interests covered by any of the Collateral Documents, (iii) perfect and
maintain the validity, effectiveness and priority of any of the Collateral
Documents and the Liens intended to be created thereby, and (iv) better
assure, convey, grant, assign, transfer, preserve, protect and confirm to the
Administrative Agent and Lenders the rights granted or now or hereafter intended
to be granted to the Lenders under any Loan Document or under any other document
executed in connection therewith.

       

      ARTICLE
VII

       

      NEGATIVE
COVENANTS

       

      So long as
any Lender shall have any Commitment hereunder, any other Obligation hereunder
shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, the Borrower shall not, nor shall it permit any Subsidiary to,
directly or indirectly:

       

      7.01       
Liens.  Create,
incur, assume or suffer to exist any Lien upon any of its property, assets or
revenues, whether now owned or hereafter acquired, other than the
following:

       

      (a)           Liens
pursuant to any Loan Document;

       

      (b)           Liens
existing on the date hereof and listed on Schedule 7.01
and any renewals or extensions thereof, provided, that (i) the
property covered thereby is not changed, (ii) the amount secured or
benefited thereby is not increased, and (iii) the direct or any contingent
obligor with respect thereto is not changed;

       

      (c)           Liens
for taxes not yet due or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person in accordance with
GAAP;

       

      
        
          
          

        

        
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      (d)           carriers',
warehousemen's, mechanics', materialmen's, repairmen's or other like Liens
arising in the ordinary course of business which are not overdue for a period of
more than 30 days or which are being contested in good faith and by
appropriate proceedings diligently conducted, if adequate reserves with respect
thereto are maintained on the books of the applicable Person;

       

      (e)           pledges
or deposits in the ordinary course of business in connection with workers'
compensation, unemployment insurance and other social security legislation,
other than any Lien imposed by ERISA;

       

      (f)           deposits
to secure the performance of bids, trade contracts and leases (other than
Indebtedness), statutory obligations, surety or appeal bonds, performance bonds
and other obligations of a like nature incurred in the ordinary course of
business;

       

      (g)           easements,
rights-of-way, restrictions and other similar encumbrances affecting real
property which, in the aggregate, are not substantial in amount, and which do
not in any case materially detract from the value of the property subject
thereto or materially interfere with the ordinary conduct of the business of the
applicable Person;

       

      (h)           Liens
(other than Liens on the Collateral) securing judgments for the payment of money
not constituting an Event of Default under Section 8.01(h);

       

      (i)           Liens
securing Indebtedness permitted under Section 7.03(f);
provided, that (i) such
Liens do not at any time encumber any property other than the property financed
by such Indebtedness and (ii) the Indebtedness secured thereby does not
exceed the cost or fair market value, whichever is lower, of the property being
acquired on the date of acquisition;

       

      (j)           Subject
to the provisions of any Deposit Account Control Agreements, Liens arising
solely by virtue of any statutory or common law provision relating to banker's
liens, rights of set-off or similar rights and remedies as to deposit accounts
or other funds maintained with a creditor depository institution; provided that
(i) such deposit account is not a dedicated cash collateral account and is
not subject to restrictions against access by the Borrower, (ii) the
Borrower (or applicable Subsidiary) maintains (subject to such right of set off)
dominion and control over such account(s), and (iii) such deposit account
is not intended by the Borrower, any Guarantor or any Subsidiary to provide cash
collateral to the depository institution;

       

      (k)           Liens
(including Liens on Collateral to the extent provided herein) on crude oil
supplied by Statoil pursuant to the Statoil Purchase Agreement, securing
Indebtedness owed to Statoil incurred or assumed for the purpose of financing
all or any part of the cost of acquiring such crude oil; provided, that
(i) any such Lien has attached prior to acquisition of such crude oil or
attaches to such crude oil concurrently with or within 20 days after the
acquisition thereof, (ii) such Lien attaches solely to the crude oil financed by
such Indebtedness, (iii) the principal amount of the Indebtedness secured
thereby does not exceed the cost of such crude oil, and (iv) such Liens in favor
of Statoil shall be subject to the terms of the Statoil Intercreditor
Agreement;

       

      
        
          
          

        

        
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      (l)           Liens
on cash and cash equivalents not exceeding at any time in the aggregate an
amount equal to $5,000,000, securing obligations of the Borrower or its
Subsidiaries pursuant to commodity swap transactions;

       

      (m)          Liens
securing obligations under the Revolver Loan Documents, the Term Loan Documents
or securing Term Refinancing Indebtedness permitted by Section 7.03(b)
or Revolver Refinancing Indebtedness permitted by Section 7.03(k),
covering Collateral that is also subject to Liens in favor of the Administrative
Agent, provided that such Liens are subject to the Intercreditor Agreement and
the L/C Intercreditor Agreement;

       

      (n)           the
interests of E.I. DuPont de Nemours and Company ("DuPont") under the
Ground Lease between DuPont (executed by DuPont on June 29, 2005) and
Western Refining Company, L.P. (executed by Western Refining Company, L.P. on
June 27, 2005); and

       

      (o)           Any
Liens (other than Liens on the Collateral), not otherwise described in Subsections 7.01(a)
through 7.01(n)
above securing Indebtedness or other payment obligations, provided that the Indebtedness
and other obligations secured by such Liens shall not any time exceed
$10,000,000 in the aggregate at any time outstanding.

       

      7.02        Investments.  Make
or hold any Investments, except:

       

      (a)           Investments
held by the Borrower or such Subsidiary in the form of Cash
Equivalents;

       

      (b)           advances
to officers, directors and employees of the Borrower and its Subsidiaries in an
aggregate amount not to exceed $3,000,000 at any time outstanding for travel,
entertainment, relocation and analogous ordinary business purposes, in
accordance with any applicable Laws;

       

      (c)           Investments
in a wholly-owned Subsidiary that is a Guarantor or that becomes a Guarantor
upon the making of such Investment;

       

      (d)           Investments
consisting of extensions of credit in the nature of accounts receivable or notes
receivable arising from the grant of trade credit in the ordinary course of
business, and Investments received in satisfaction or partial satisfaction
thereof from financially troubled account debtors to the extent reasonably
necessary in order to prevent or limit loss;

       

      (e)           Guarantees
permitted by Section 7.03;

       

      (f)           Investments
in non-wholly-owned Subsidiaries, provided that no Default
exists at the time of or as a result of such Investment and the dollar amount of
such Investments shall not exceed $10,000,000 in the aggregate in any fiscal
year;

       

      
        
          
          

        

        
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      (g)           Investments
in Permitted Joint Ventures, provided that no Default
exists at the time of or as a result of such Investment and the dollar amount of
such Investments shall not exceed $10,000,000 in the aggregate during the term
of this Agreement;

       

      (h)           extensions
of credit described in Schedule 7.02
through and including the maturity date thereof, but not any increases or
renewals;

       

      (i)           Investments
of the type described in clause (c) of
the definition of "Investment", provided that no Default exists at the time of
or as a result of such Investment; and

       

      (j)           other
Investments not exceeding $15,000,000 in the aggregate during the term of this
Agreement.

       

      7.03         Indebtedness.  Create,
incur, assume or suffer to exist any Indebtedness, except:

       

      (a)           Indebtedness
of the Loan Parties under the Loan Documents;

       

      (b)           Indebtedness
of the Borrower under the Term Loan Documents in an aggregate principal amount
not to exceed at any time the Term Loan Maximum Amount, and any refinancings,
renewals or extensions of all or any part thereof, provided that (i) the
amount of Indebtedness is not increased at the time of such refinancing, renewal
or extension except by an amount equal to a reasonable premium or other
reasonable amount paid, and fees and expenses reasonably incurred, in connection
with such refinancing, renewal, or extension, (ii) the maturity date of
such refinancing, renewing or extending Indebtedness ("Term Refinancing
Indebtedness") is no earlier than the maturity date of the Indebtedness
being refinanced, renewed or extended ("Term Refinanced
Indebtedness") and the average life to maturity of such Term Refinancing
Indebtedness is at least equal to that of the Term Refinanced Indebtedness,
(iii) the material terms (other than pricing and yield) of such Term
Refinancing Indebtedness or of any agreement entered into or of any instrument
issued in connection therewith are not less favorable in any material respect to
the Loan Parties or the Lenders than the terms of any agreement or instrument
governing the Term Refinanced Indebtedness, (iv) if such Term Refinancing
Indebtedness is secured, no collateral secures the Term Refinancing Indebtedness
other than collateral that secures the Term Refinanced Indebtedness, and
(v) such Term Refinancing Indebtedness (and, if applicable the Liens
securing same) do not contravene the provisions of the Intercreditor Agreement,
and if such Term Refinancing Indebtedness is secured, the holders of such Term
Refinancing Indebtedness, or a duly authorized agent on their behalf, agree in
writing to be bound by the Intercreditor Agreement or enter into a replacement
intercreditor agreement containing terms that are substantially similar to those
of the Intercreditor Agreement, as may be acceptable to the Administrative
Agent;

       

      (c)           Reserved;

       

      (d)           Guarantees
of the Borrower or any Guarantor in respect of other Indebtedness otherwise
permitted hereunder of the Borrower or any Guarantor;

       

      
        
          
          

        

        
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      (e)           obligations
(contingent or otherwise) of the Borrower or any Subsidiary existing or arising
under any Swap Contract, provided, that (i) such
obligations are (or were) entered into by such Person in the ordinary course of
business for the purpose of directly mitigating risks associated with
liabilities, commitments, investments, assets, or property held or reasonably
anticipated by such Person, or changes in the value of securities issued by such
Person, and not for purposes of speculation or taking a "market view;" and
(ii) such Swap Contract does not contain any provision exonerating the
non-defaulting party from its obligation to make payments on outstanding
transactions to the defaulting party;

       

      (f)           Indebtedness
of the Borrower or any Guarantor in respect of capital leases, Synthetic Lease
Obligations and purchase money obligations for fixed or capital assets within
the limitations set forth in Section 7.01(i);
provided, however, that the
aggregate amount of all such Indebtedness at any one time outstanding shall not
exceed $15,000,000;

       

      (g)           obligations
of Western Refining Company, L.P. under the Ground Lease described in Section 7.01(n)
and under the Sulfuric Acid Regeneration and Sulfur Gas Processing Agreement
between E.I. DuPont de Nemours and Company and Western Refining Company, L.P.
executed in connection therewith;

       

      (h)           Indebtedness
of a Subsidiary owed to the Borrower or to a Guarantor, provided that such
Indebtedness (i) constitutes Collateral upon which the Administrative Agent
has a perfected first priority Lien to secure the Obligations, and (ii) in
the case of Indebtedness owed to a Guarantor, is subordinated to the Obligations
on subordination terms acceptable to the Administrative Agent, and (iii) is
otherwise permitted under the provisions of Section 7.02;

       

      (i)           unsecured
Indebtedness of the Borrower in an aggregate principal amount not to exceed
$500,000,000 at any time outstanding, provided that
(A) the maturity date of such Indebtedness is no earlier than the maturity
date then in effect for the Term Loan Indebtedness or the maturity date then in
effect for any secured Term Refinancing Indebtedness, and (B) the material
terms of such Indebtedness or of any agreement entered into or of any instrument
issued in connection therewith are not less favorable in any material respect to
the Loan Parties or the Lenders than the terms of the Loan
Documents;

       

      (j)           unsecured
Indebtedness of the Borrower or any Guarantor in an aggregate principal amount
not to exceed $300,000,000 at any time outstanding;

       

      (k)           Indebtedness
of the Borrower or any Guarantor which has been subordinated to the Obligations,
the Revolver Indebtedness and the Term Indebtedness in form and substance
reasonably satisfactory to the Administrative Agent; and

       

      (l)           Indebtedness
of the Borrower under the Revolver Loan Documents, any replacement revolving
credit facility, and any refinancings, renewals or extensions of all or any part
of the foregoing, provided that (i) the material terms (other than pricing
and

       

      
        
          
          

        

        
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      yield) of
such refinancing, renewing, or extending Indebtedness or replacement revolving
credit facility ("Revolver Refinancing
Indebtedness") or of any agreement entered into or of any instrument
issued in connection therewith are not less favorable in any material respect to
the Loan Parties or the Lenders than the terms of any agreement or instrument
governing the Indebtedness being refinanced, renewed, extended or replaced
("Revolver Refinanced
Indebtedness"); (ii) if such Revolver Refinancing Indebtedness does
not contain terms pursuant to which availability thereunder is based on a
borrowing base, the aggregate amount of Indebtedness available under such
Revolver Refinancing Indebtedness shall not exceed $800,000,000; (iii) if
such Revolver Refinancing Indebtedness is secured, no collateral secures the
Revolver Refinancing Indebtedness other than collateral that secures the
Revolver Refinanced Indebtedness; (iv) such Revolver Refinancing
Indebtedness (and, if applicable the Liens securing same) do not contravene the
provisions of the Intercreditor Agreement or the L/C Intercreditor Agreement;
and (v) if such Revolver Refinancing Indebtedness is secured, the holders
of such Revolver Refinancing Indebtedness, or a duly authorized agent on their
behalf, agree in writing to be bound by the Intercreditor Agreement and the L/C
Intercreditor Agreement or enter into a replacement intercreditor agreement
containing terms that are substantially similar to those of the Intercreditor
Agreement and the L/C Intercreditor Agreement, as may be acceptable to the
Administrative Agent.

       

      7.04       
Fundamental
Changes.  Merge, dissolve, liquidate, consolidate with or into
another Person, or Dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except that, so long as no
Default exists or would result therefrom:

       

      (a)           the
Borrower may merge with any other Person, provided, that the Borrower
shall be the continuing or surviving Person;

       

      (b)           any
Subsidiary may merge with (i) the Borrower, subject to clause (a) above, and
(ii) any one or more other Subsidiaries provided that if a
Guarantor is a party to such merger, the Guarantor shall be the continuing or
surviving Person; and

       

      (c)           any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary
liquidation or otherwise) to the Borrower or to another Subsidiary; provided that if the
transferor in such a transaction is a Guarantor, then the transferee must either
be the Borrower or a Guarantor.

       

      7.05       
Dispositions.

       

      (a)           Make
any Disposition or enter into any agreement to make any Disposition, except
that, subject to the terms of Section 7.05(b),
the following shall be permitted:

       

      (i)           Dispositions
of obsolete or worn out property, whether now owned or hereafter acquired, in
the ordinary course of business;

       

      (ii)           Dispositions
of inventory in the ordinary course of business;

       

      
        
          
          

        

        
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      (iii)          Leases
of property in the ordinary course of business, provided that unless otherwise
agreed by the Administrative Agent, any lease of any property that constitutes
Collateral must be expressly subordinate (by the terms of lease or pursuant to a
subordination agreement satisfactory to the Administrative Agent containing
standard subordination language and, if agreed to by the Administrative Agent,
standard non-disturbance language) to the Administrative Agent's Liens under the
applicable deed of trust or mortgage;

       

      (iv)          Dispositions
of equipment or real property to the extent that (i) such property is
exchanged for credit against the purchase price of similar replacement property
or (ii) the proceeds of such Disposition are reasonably promptly applied to
the purchase price of such replacement property;

       

      (v)           Dispositions
of property by any Subsidiary to the Borrower or to a wholly-owned Subsidiary;
provided, that if the
transferor of such property is a Guarantor, the transferee thereof must either
be the Borrower or a Guarantor;

       

      (vi)           Dispositions
permitted by Section 7.04;

       

      (vii)          Dispositions
of other property in connection with scheduled turnarounds, maintenance and
equipment and facility updates; and

       

      (viii)          Dispositions
by the Borrower and its Subsidiaries not otherwise permitted under this Section 7.05;
provided, that
at the time of such Disposition, no Default shall exist or would result from
such Disposition, and provided further that in the
case of a Disposition of Borrowing Base Assets to which Section 2.14(e)
applies, the Borrower shall comply with the terms of such Section;

       

      provided, however, that
(y) to the extent a mandatory prepayment of the Revolver Indebtedness is
required by the Revolver Credit Agreement or the Term Loan Indebtedness is
required by the Term Loan Credit Agreement as result of such Disposition, the
Borrower shall make such mandatory prepayments; and (z) any Disposition
pursuant to clauses
(i) through (viii) shall be for
fair market value.

       

      (b)           Notwithstanding
anything to the contrary set forth in this Section 7.05,
neither the Borrower nor any Subsidiary shall Dispose of any Refinery or enter
into any agreement to Dispose of any Refinery.

       

      7.06       
Restricted
Payments.  Declare or make, directly or indirectly, any
Restricted Payment, or incur any obligation (contingent or otherwise) to do so,
except that:

       

      (a)           so
long as no Default shall have occurred and be continuing at the time of any
action described below or would result therefrom:

       

      (i)           each
Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any
other Person that owns an Equity Interest in such

      
         

        
          
            
            

          

          
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      Subsidiary,
ratably according to their respective holdings of the type of Equity Interest in
respect of which such Restricted Payment is being made;

       

      (ii)           the
Borrower and each Subsidiary may declare and make dividend payments or other
distributions payable solely in the common stock or other common Equity
Interests of such Person; and

       

      (iii)                      the
Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity
Interests issued by it with the proceeds received from the substantially
concurrent issue of new shares of its common stock or other common Equity
Interests; and

       

      (b)           Reserved;
and

       

      (c)           the
Borrower may declare and pay cash dividends to its preferred stockholders with
respect to preferred stock issued after the Closing Date, provided that
(i) a pro forma Compliance Certificate required by Section 6.02(b) has
been furnished to the Administrative Agent demonstrating compliance with the
financial covenants set forth therein both prior and subsequent to the payment
of such dividends and (ii) no Default exists at the time such dividends are
declared or paid or would result from the payment thereof.

       

      7.07       
Change in Nature of
Business.  Engage in any material line of business
substantially different from those lines of business conducted by the Borrower
and its Subsidiaries on the date hereof or any business substantially related or
incidental thereto.  Ownership of a pipeline is a line of business
permitted by this Section 7.07.

       

      7.08       
Transactions with
Affiliates.  Enter into any transaction of any kind with any
Affiliate of the Borrower, whether or not in the ordinary course of business,
other than on fair and reasonable terms substantially as favorable to the
Borrower or such Subsidiary as would be obtainable by the Borrower or such
Subsidiary at the time in a comparable arm's length transaction with a Person
other than an Affiliate; provided that the foregoing restriction shall not apply
to transactions between or among the Loan Parties.

       

      7.09       
Burdensome
Agreements.  Enter into or permit to exist any Contractual
Obligation (other than this Agreement, the Revolving Credit Agreement, the Term
Loan Credit Agreement, agreements governing Term Refinancing Indebtedness
(subject to clause (iii) of Section 7.03(b))
and Revolver Refinancing Indebtedness (subject to clause (iii) of Section 7.03(k))
that (a) limits the ability (i) of any Subsidiary to make Restricted
Payments to the Borrower or to any Guarantor or to otherwise transfer property
to the Borrower or any Guarantor, or (ii) of any Subsidiary to Guarantee
the Obligations of the Borrower, or (iii) of the Borrower or any Subsidiary
to create, incur, assume or suffer to exist Liens on property of such Person,
provided, however, that this
clause (iii) shall not prohibit any negative pledge in favor of any holder
of Indebtedness permitted under Section 7.03(f)
solely to the extent any such negative pledge or other restriction on transfer
of property relates to the property financed by or the subject of such
Indebtedness; or (b) requires the grant of a Lien to secure an obligation
of such Person if a Lien is granted to secure another obligation of such
Person.

       

      
        
          
          

        

        
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      7.10       
Use of
Proceeds.  Use the proceeds of any L/C Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or
ultimately, to purchase or carry margin stock (within the meaning of
Regulation U of the FRB) or to extend credit to others for the purpose of
purchasing or carrying margin stock or to refund Indebtedness originally
incurred for such purpose.

       

      7.11       
Financial
Covenants.

       

      (a)           Permit
the Consolidated Interest Coverage Ratio as of September 30, 2008 or as of
the end of any fiscal quarter thereafter to be less than the ratio set forth
below opposite such fiscal quarter:

       

      
        	
                Fiscal
      Quarter Ending

              	 
      	
                Minimum
      Consolidated Interest Coverage Ratio

              
	
                September 30,
      2008 through March 31, 2009

              	 
      	
                1.50
      to 1.00

              
	
                June
      30, 2009

              	 
      	
                1.75
      to 1.00

              


      

       

      (b)           Prior
to the issuance of Consolidated Subordinated Indebtedness, permit the
Consolidated Leverage Ratio as of March 31, 2009 or as the end of any
fiscal quarter thereafter to be greater than the ratio set forth below opposite
such fiscal quarter:

       

      
        	
                Fiscal
      Quarter Ending

              	 
      	
                Maximum
      Consolidated Leverage Ratio

              
	
                March 31,
      2009

              	 
      	
                5.00
      to 1.00

              
	
                June 30,
      2009

              	 
      	
                4.75
      to 1.00

              
	 
      	 
      	 
      


      

       

      (c)           Upon
the issuance of Consolidated Subordinated Indebtedness, permit the Consolidated
Leverage Ratio as of March 31, 2009 or as of the end of any fiscal quarter
thereafter to be greater than the ratio set forth below opposite such fiscal
quarter.

       

      
        	
                Fiscal
      Quarter Ending

              	 
      	
                Maximum
      Consolidated Leverage Ratio

              
	
                March
      31, 2009

              	 
      	
                5.50
      to 1.00

              
	
                June
      30, 2009

              	 
      	
                5.25
      to 1.00

              
	 
      	 
      	 
      


      

       

      (d)           Upon
the issuance of Consolidated Subordinated Indebtedness, permit the Consolidated
Senior Leverage Ratio as of March 31, 2009 or as of the end of any fiscal
quarter thereafter to be greater than the ratio set forth below opposite such
fiscal quarter:

       

      
        	
                Fiscal
      Quarter Ending

              	 
      	
                Maximum
      Consolidated Senior Leverage Ratio

              
	
                March
      31, 2009

              	 
      	
                4.50
      to 1.00

              
	
                June
      30, 2009

              	 
      	
                4.25
      to 1.00

              
	 
      	 
      	 
      


      

       

      (e)           Permit
Consolidated EBITDA to be less than (i) $100,000,000 for the period of two
consecutive fiscal quarters ending September 30, 2008, and
(ii) $175,000,000 for the period of three consecutive fiscal quarters
ending December 31, 2008.

       

      
        
          
          

        

        
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      7.12       
Capital
Expenditures.  Make or become legally obligated to make any
Capital Expenditure, except for Capital Expenditures not exceeding, in the
aggregate for the Borrower and its Subsidiaries, an amount, during each fiscal
year set forth below, equal to the amount set forth opposite such fiscal
year:

       

      
        	
                Fiscal
      Year

              	 	
                Amount

              
	
                2008

              	 	
                $225,000,000

              
	
                2009

              	 	
                $160,000,000

              
	 
      	 	 
      


      

       

      provided, however, that so long
as no Default has occurred and is continuing or would result from such
expenditure, any portion of any amount in Fiscal Year 2008, if not expended in
such fiscal year, may be carried over for expenditure to Fiscal Year
2009.

       

      7.13       
Prepayment of Certain
Other Indebtedness.  At any time before repayment in full of
all Revolver Indebtedness, Term Loan Indebtedness, secured Term Refinancing
Indebtedness and secured Revolver Refinancing Indebtedness, make any voluntary,
optional or other non-scheduled payment, prepayment, redemption, acquisition for
value (including without limitation by way of depositing money or securities
with the trustee with respect thereto before due for the purpose of paying when
due) of any unsecured Indebtedness incurred after the Closing Date and issued
pursuant to Sections 7.03(b),
7.03(i) or
7.03(k).

       

      7.14       
Amendments to Term
Loan Documents.  Amend the terms of the Term Loan Documents or
of documents governing Term Refinancing Indebtedness with respect thereto, if
such amendment would (i) increase the amount of such Indebtedness except by
an amount equal to reasonable fees and expenses incurred in connection with such
amendment (provided that the Borrower shall be permitted to exercise its option
under Section 2.14 of the Term Loan Credit Agreement to borrow additional
amounts to fund Acquisitions and related transaction costs), (ii) change
the maturity date to a date that is earlier than twelve (12) months after
the Maturity Date of this Agreement then in effect, (iii) shorten the
average life to maturity of such Indebtedness, (iv) result in the material
terms of such Indebtedness or of any agreement entered into or of any instrument
issued in connection therewith to be less favorable in any material respect to
the Loan Parties or the Lenders, or (v) contravene the provisions of the
Intercreditor Agreement.

       

      7.15       
Amendments to Revolver
Loan Documents.  Amend the terms of the Revolver Loan Documents
or of documents governing Revolver Refinancing Indebtedness, if such amendment
would (i) unless the availability of Indebtedness thereunder is tied to a
borrowing base formula, increase the aggregate amount of the commitment
thereunder to an amount exceeding $800,000,000 plus the amount of reasonable
fees and expenses incurred in connection with such amendment, (ii) result in the
material terms of such Indebtedness or of any agreement entered into or of any
instrument issued in connection therewith to be less favorable in any material
respect to the Loan Parties or the Lenders, or (iii) contravene the
provisions of the Intercreditor Agreement or the L/C Intercreditor
Agreement.

       

      
        
          
          

        

        
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      ARTICLE
VIII

       

      EVENTS OF DEFAULT AND
REMEDIES

       

      8.01       
Events of
Default.  Any of the following shall constitute an Event of
Default:

       

      (a)           Non-Payment.  The
Borrower or any other Loan Party fails to pay (i) when and as required to
be paid herein, any amount of principal of any L/C Obligation, or (ii) within
three days after the same becomes due, any interest on any L/C Obligation, or
any fee due hereunder, or (iii) within five days after the same becomes
due, any other amount payable hereunder or under any other Loan Document;
or

       

      (b)           Specific
Covenants.  The Borrower fails to perform or observe any term,
covenant or agreement contained in any of Section 6.03(a),
6.05(a), 6.11 or Article VII;
or

       

      (c)           Other
Defaults.  Any Loan Party fails to perform or observe any other
covenant or agreement (not specified in subsection (a) or
(b) above)
contained in any Loan Document on its part to be performed or observed and such
failure continues for 30 days; or

       

      (d)           Representations and
Warranties.  Any representation, warranty, certification or
statement of fact made or deemed made by or on behalf of the Borrower or any
other Loan Party herein, in any other Loan Document, or in any document
delivered in connection herewith or therewith shall be incorrect or misleading
when made or deemed made; or

       

      (e)           Cross-Default.

       

      (i)           The
Borrower or any Subsidiary (A) fails to make any payment when due (whether
by scheduled maturity, required prepayment, acceleration, demand, or otherwise)
in respect of any Indebtedness or Guarantee (other than Indebtedness hereunder,
Indebtedness under Swap Contracts, Term Loan Indebtedness or Revolver
Indebtedness) having an aggregate principal amount (including undrawn committed
or available amounts and including amounts owing to all creditors under any
combined or syndicated credit arrangement) of more than the Threshold Amount, or
(B) fails to observe or perform any other agreement or condition relating
to any such Indebtedness or Guarantee or contained in any instrument or
agreement evidencing, securing or relating thereto, or any other event occurs,
the effect of which default or other event is to cause, or to permit the holder
or holders of such Indebtedness or the beneficiary or beneficiaries of such
Guarantee (or a trustee or agent on behalf of such holder or holders or
beneficiary or beneficiaries) to cause, with the giving of notice if required,
such Indebtedness to be demanded or to become due or to be repurchased, prepaid,
defeased or redeemed (automatically or otherwise), or an offer to repurchase,
prepay, defease or redeem such Indebtedness to be made, 

       

      
        
          
          

        

        
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      prior to
its stated maturity, or such Guarantee to become payable or cash collateral in
respect thereof to be demanded; or

       

      (ii)           There
occurs under any Swap Contract an Early Termination Date (as defined in such
Swap Contract) resulting from (A) any event of default under such Swap
Contract as to which the Borrower or any Subsidiary is the Defaulting Party (as
defined in such Swap Contract) or (B) any Termination Event (as so defined)
under such Swap Contract as to which the Borrower or any Subsidiary is an
Affected Party (as so defined) and, in either event, the Swap Termination Value
owed by the Borrower or such Subsidiary as a result thereof is greater than the
Threshold Amount; or

       

      (iii)          
An Event of Default as defined in the Term Loan Credit Agreement, the Revolving
Credit Agreement, the agreements governing Term Refinancing Indebtedness or the
agreements governing Revolver Refinancing Indebtedness shall occur;
or

       

      (f)           Insolvency Proceedings,
etc.  Any Loan Party or any of its Subsidiaries institutes or
consents to the institution of any proceeding under any Debtor Relief Law, or
makes an assignment for the benefit of creditors; or applies for or consents to
the appointment of any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer for it or for all or any material part of its
property; or any receiver, trustee, custodian, conservator, liquidator,
rehabilitator or similar officer is appointed without the application or consent
of such Person and the appointment continues undischarged or unstayed for 60
calendar days; or any proceeding under any Debtor Relief Law relating to any
such Person or to all or any material part of its property is instituted without
the consent of such Person and continues undismissed or unstayed for 60 calendar
days, or an order for relief is entered in any such proceeding; or the Borrower
or any of its Subsidiaries shall take any corporate, partnership or company
action in furtherance of the foregoing; or

       

      (g)           Inability to Pay Debts;
Attachment.  (i) The Borrower or any Subsidiary becomes
unable or admits in writing its inability or fails generally to pay its debts as
they become due, or (ii) any writ or warrant of attachment or execution or
similar process is issued or levied against all or any material part of the
property of any such Person and is not released, vacated or fully bonded within
30 days after its issue or levy; or

       

      (h)           Judgments.  There
is entered against the Borrower or any Subsidiary (i) one or more final
judgments or orders for the payment of money in an aggregate amount (as to all
such judgments or orders) exceeding the Threshold Amount (to the extent not
covered by independent third-party insurance as to which the insurer has been
notified of the potential claim and does not dispute coverage), or (ii) any
one or more non-monetary final judgments that have, or could reasonably be
expected to have, individually or in the aggregate, a Material Adverse Effect
and, in either case, (A) enforcement proceedings are commenced by any
creditor upon such judgment or order, or (B) there is a period of 10
consecutive days during which a stay of enforcement of such judgment, by reason
of a pending appeal or otherwise, is not in effect; or

       

      
        
          
          

        

        
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      (i)           ERISA.  (i) An
ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which
has resulted or could reasonably be expected to result in liability of the
Borrower under Title IV of ERISA to the Pension Plan, Multiemployer Plan or the
PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) the
Borrower or any ERISA Affiliate fails to pay when due, after the expiration of
any applicable grace period, any installment payment with respect to its
withdrawal liability under Section 4201 of ERISA
under a Multiemployer Plan in an aggregate amount in excess of the Threshold
Amount; or

       

      (j)           Invalidity of Loan
Documents.  Any provision of any Loan Document, at any time
after its execution and delivery and for any reason other than as expressly
permitted hereunder or thereunder or satisfaction in full of all the
Obligations, ceases to be in full force and effect; or any Loan Party or any
other Person contests in any manner the validity or enforceability of any
provision of any Loan Document; or any Loan Party denies that it has any or
further liability or obligation under any Loan Document, or purports to revoke,
terminate or rescind any provision of any Loan Document; or

       

      (k)           Change of
Control.  There occurs any Change of Control; or

       

      (l)           Collateral.

       

      (i)           Any
material provision of any Collateral Document shall for any reason cease to be
valid and binding on or enforceable against the Borrower or any Subsidiary party
thereto or the Borrower or any Subsidiary shall so state in writing or bring an
action to limit its obligations or liabilities thereunder; or

       

      (ii)           Any
Collateral Document shall for any reason (other than pursuant to the terms
thereof) cease to create a valid security interest in the Collateral purported
to be covered thereby or such security interest shall for any reason cease to be
a perfected security interest with the priority required pursuant to this
Agreement;

       

      (iii)                      Any
holders of the Revolver Priority Collateral (or the Revolver Administrative
Agent) or  any holders of the Term Priority Collateral (or the Term
Administrative Agent) fail to comply with the terms of the Intercreditor
Agreement (with respect to the Revolver Priority Collateral or the Term Priority
Collateral, as applicable) in any respect materially adverse to the Lenders;
or

       

      (iv)                      Any
holders of the Collateral (or the Revolver Administrative Agent) fail to comply
with the terms of the L/C Intercreditor Agreement with respect to the Collateral
in any respect that materially adverse to the Lenders.

       

      8.02       
Remedies Upon Event of
Default.  If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the
Required Lenders, take any or all of the following actions:

       

      (a)           declare
the commitment of the L/C Issuer to make L/C Credit Extensions to be terminated,
whereupon such commitments and obligation shall be terminated;

       

      
        
          
          

        

        
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      (b)           declare
the unpaid principal amount of all outstanding Obligations, all interest accrued
and unpaid thereon, and all other amounts owing or payable hereunder or under
any other Loan Document to be immediately due and payable, without presentment,
demand, protest, or other notice of any kind, all of which are hereby expressly
waived by the Borrower;

       

      (c)           require
that the Borrower Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and

       

      (d)           exercise
on behalf of itself, the Lenders and the L/C Issuer all rights and remedies
available to it, the Lenders and the L/C Issuer under the Loan
Documents;  provided, however, that upon
the occurrence of an actual or deemed entry of an order for relief with respect
to the Borrower under the Bankruptcy Code of the United States, the obligation
of the L/C Issuer to make L/C Credit Extensions shall automatically terminate,
the unpaid principal amount of all outstanding Obligations and all interest and
other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrower to Cash Collateralize the L/C Obligations as
aforesaid shall automatically become effective, in each case without further act
of the Administrative Agent or any Lender.

       

      8.03       
Application of
Funds.  After the exercise of remedies provided for in Section 8.02 (or
after the L/C Obligations have automatically been required to be Cash
Collateralized as set forth in the provision to Section 8.02),
any amounts received on account of the Obligations shall be applied by the
Administrative Agent in the following order:

       

      First, to payment of
that portion of the Obligations constituting fees, indemnities, expenses and
other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under Article III)
payable to the Administrative Agent in its capacity as such;

       

      Second, to payment of
that portion of the Obligations constituting fees, indemnities and other amounts
(other than principal, interest and Letter of Credit Fees) payable to the
Lenders and the L/C Issuer (including fees, charges and disbursements of counsel
to the respective Lenders and the L/C Issuer and amounts payable under Article III),
ratably among them in proportion to the amounts described in this clause Second payable to
them;

       

      Third, to payment of
that portion of the Obligations constituting accrued and unpaid Letter of Credit
Fees and interest on the L/C Borrowings and other Obligations, ratably among the
Lenders and the L/C Issuer in proportion to the respective amounts described in
this clause Third payable to
them;

       

      Fourth, to payment of
that portion of the Obligations constituting unpaid principal of L/C Borrowings,
ratably among the Lenders and the L/C Issuer in proportion to the respective
amounts described in this clause Fourth held by
them;

       

      Fifth, to the
Administrative Agent for the account of the L/C Issuer, to Cash Collateralize
that portion of L/C Obligations comprised of the aggregate undrawn
amount

       

      
        
          
          

        

        
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      of Letters
of Credit, ratably among the L/C Issuers in proportion to the undrawn amounts of
Letters of Credit issued by each L/C Issuer;

       

      Last, the balance, if
any, after all of the Obligations have been indefeasibly paid in full, to the
Borrower or as otherwise required by Law.

       

      Subject to
Section 2.03(c),
amounts used to Cash Collateralize the aggregate undrawn amount of Letters of
Credit pursuant to clause Fifth above shall be
applied to satisfy drawings under such Letters of Credit as they
occur.  If any amount remains on deposit as Cash Collateral after all
Letters of Credit have either been fully drawn or expired, such remaining amount
shall be applied to the other Obligations, if any, in the order set forth
above.

       

      ARTICLE
IX

       

      ADMINISTRATIVE
AGENT

       

      9.01       
Appointment and
Authority.

       

      (a)           Each
of the Lenders and the L/C Issuer hereby irrevocably appoints Bank of America to
act on its behalf as the Administrative Agent hereunder and under the other Loan
Documents and authorizes the Administrative Agent to take such actions on its
behalf and to exercise such powers as are delegated to the Administrative Agent
by the terms hereof or thereof, together with such actions and powers as are
reasonably incidental thereto.  The provisions of this Article are
solely for the benefit of the Administrative Agent, the Lenders and the L/C
Issuer, and neither Borrower nor any other Loan Party shall have rights as a
third party beneficiary of any of such provisions.

       

      (b)           The
Administrative Agent shall also act as the "collateral agent" under the Loan
Documents, and each of the Lenders (in its capacities as a Lender), and the L/C
Issuer hereby irrevocably appoints and authorizes the Administrative Agent to
act as the agent of such Lender and the L/C Issuer for purposes of acquiring,
holding and enforcing any and all Liens on Collateral granted by any of the Loan
Parties to secure any of the Obligations, together with such powers and
discretion as are reasonably incidental thereto.  In this connection,
the Administrative Agent, as "collateral agent" and any co-agents, sub-agents
and attorneys-in-fact appointed by the Administrative Agent pursuant to Section 9.05 for
purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Collateral Documents, or for exercising any rights
and remedies thereunder at the direction of the Administrative Agent), shall be
entitled to the benefits of all provisions of this Article IX and
Article X
(including Section 10.04(c),
as though such co-agents, sub-agents and attorneys-in-fact were the "collateral
agent" under the Loan Documents) as if set forth in full herein with respect
thereto

       

      9.02       
Rights as a
Lender.  The Person serving as the Administrative Agent
hereunder shall have the same rights and powers in its capacity as a Lender as
any other Lender and may exercise the same as though it were not the
Administrative Agent and the term "Lender" or "Lenders" shall,
unless otherwise expressly indicated or unless the context otherwise requires,
include the Person serving as the Administrative Agent hereunder in its
individual capacity. 

       

      
        
          
          

        

        
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      Such
Person and its Affiliates may accept deposits from, lend money to, act as the
financial advisor or in any other advisory capacity for and generally engage in
any kind of business with the Borrower or any Subsidiary or other Affiliate
thereof as if such Person were not the Administrative Agent hereunder and
without any duty to account therefor to the Lenders.

       

      9.03       
Exculpatory
Provisions.  The Administrative Agent shall not have any duties
or obligations except those expressly set forth herein and in the other Loan
Documents.  Without limiting the generality of the foregoing, the
Administrative Agent:

       

      (a)           shall
not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;

       

      (b)           shall
not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or
by the other Loan Documents that the Administrative Agent is required to
exercise as directed in writing by the Required Lenders (or such other number or
percentage of the Lenders as shall be expressly provided for herein or in the
other Loan Documents), provided, that the
Administrative Agent shall not be required to take any action that, in its
opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law;
and

       

      (c)           shall
not, except as expressly set forth herein and in the other Loan Documents, have
any duty to disclose, and shall not be liable for the failure to disclose, any
information relating to the Borrower or any of its Affiliates that is
communicated to or obtained by the Person serving as the Administrative Agent or
any of its Affiliates in any capacity.

       

      The
Administrative Agent shall not be liable for any action taken or not taken by it
(i) with the consent or at the request of the Required Lenders (or such
other number or percentage of the Lenders as shall be necessary, or as the
Administrative Agent shall believe in good faith shall be necessary, under the
circumstances as provided in Sections 10.01
and 8.02) or
(ii) in the absence of its own gross negligence or willful
misconduct.  The Administrative Agent shall be deemed not to have
knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by the Borrower, a Lender or the L/C
Issuer.

       

      The
Administrative Agent shall not be responsible for or have any duty to ascertain
or inquire into (i) any statement, warranty or representation made in or in
connection with this Agreement or any other Loan Document, (ii) the
contents of any certificate, report or other document delivered hereunder or
thereunder or in connection herewith or therewith, (iii) the performance or
observance of any of the covenants, agreements or other terms or conditions set
forth herein or therein or the occurrence of any Default, (iv) the
validity, enforceability, effectiveness or genuineness of this Agreement, any
other Loan Document or any other agreement, instrument or document or
(v) the satisfaction of any condition set forth in Article IV or
elsewhere herein, other than to confirm receipt of items expressly required to
be delivered to the Administrative Agent.

       

      
        
          
          

        

        
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      9.04       
Reliance by
Administrative Agent.  The Administrative Agent shall be
entitled to rely upon, and shall not incur any liability for relying upon, any
notice, request, certificate, consent, statement, instrument, document or other
writing (including any electronic message, Internet or intranet website posting
or other distribution) believed by it to be genuine and to have been signed,
sent or otherwise authenticated by the proper Person.  The
Administrative Agent also may rely upon any statement made to it orally or by
telephone and believed by it to have been made by the proper Person, and shall
not incur any liability for relying thereon.  In determining
compliance with any condition hereunder to the making of a Loan, or the issuance
of a Letter of Credit, that by its terms must be fulfilled to the satisfaction
of a Lender or the L/C Issuer, the Administrative Agent may presume that such
condition is satisfactory to such Lender or the L/C Issuer unless the
Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such
Letter of Credit.  The Administrative Agent may consult with legal
counsel (who may be counsel for the Borrower), independent accountants and other
experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or
experts.

       

      9.05       
Delegation of
Duties.  The Administrative Agent may perform any and all of
its duties and exercise its rights and powers hereunder or under any other Loan
Document by or through any one or more sub-agents appointed by the
Administrative Agent.  The Administrative Agent and any such sub-agent
may perform any and all of its duties and exercise its rights and powers by or
through their respective Related Parties.  The exculpatory provisions
of this Article shall apply to any such sub-agent and to the Related Parties of
the Administrative Agent and any such sub-agent, and shall apply to their
respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative
Agent.

       

      9.06       
Resignation of
Administrative Agent.  The Administrative Agent may at any time
give notice of its resignation to the Lenders, the L/C Issuer and the
Borrower.  Upon receipt of any such notice of resignation, the
Required Lenders shall have the right, in consultation with the Borrower, to
appoint a successor, which shall be a bank with an office in the United States,
or an Affiliate of any such bank with an office in the United
States.  If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30 days
after the retiring Administrative Agent gives notice of its resignation, then
the retiring Administrative Agent may on behalf of the Lenders and the L/C
Issuer, appoint a successor Administrative Agent meeting the qualifications set
forth above; provided, that if the
Administrative Agent shall notify the Borrower and the Lenders that no
qualifying Person has accepted such appointment, then such resignation shall
nonetheless become effective in accordance with such notice and (1) the
retiring Administrative Agent shall be discharged from its duties and
obligations hereunder and under the other Loan Documents (except that in the
case of any collateral security held by the Administrative Agent on behalf of
the Lenders or the L/C Issuer under any of the Loan Documents, the retiring
Administrative Agent shall continue to hold such collateral security until such
time as a successor Administrative Agent is appointed) and (2) all
payments, communications and determinations provided to be made by, to or
through the Administrative Agent shall instead be made by or to each Lender and
the L/C Issuer directly, until such time as the Required Lenders appoint a
successor Administrative Agent as provided for above in this
Section.  Upon the acceptance of a successor's appointment as
Administrative Agent hereunder, such successor shall succeed to and become
vested with all of the rights,

       

      
        
          
          

        

        
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      powers,
privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and
obligations hereunder or under the other Loan Documents (if not already
discharged therefrom as provided above in this Section).  The fees
payable by the Borrower to a successor Administrative Agent shall be the same as
those payable to its predecessor unless otherwise agreed between the Borrower
and such successor.  After the retiring Administrative Agent's
resignation hereunder and under the other Loan Documents, the provisions of this
Article and Section 10.04
shall continue in effect for the benefit of such retiring Administrative Agent,
its sub-agents and their respective Related Parties in respect of any actions
taken or omitted to be taken by any of them while the retiring Administrative
Agent was acting as Administrative Agent.

       

      Any
resignation by Bank of America as Administrative Agent pursuant to this Section
shall also constitute its resignation as L/C Issuer.  Upon the
acceptance of a successor's appointment as Administrative Agent hereunder,
(a) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring L/C Issuer, (b) the
retiring L/C Issuer shall be discharged from all of their respective duties and
obligations hereunder or under the other Loan Documents, and (c) the
successor L/C Issuer shall issue letters of credit in substitution for the
Letters of Credit, if any, outstanding at the time of such succession or make
other arrangements satisfactory to the retiring L/C Issuer to effectively assume
the obligations of the retiring L/C Issuer with respect to such Letters of
Credit.

       

      9.07       
Non-Reliance on
Administrative Agent and Other Lenders.  Each Lender and the
L/C Issuer acknowledges that it has, independently and without reliance upon the
Administrative Agent or any other Lender or any of their Related Parties and
based on such documents and information as it has deemed appropriate, made its
own credit analysis and decision to enter into this Agreement.  Each
Lender and the L/C Issuer also acknowledges that it will, independently and
without reliance upon the Administrative Agent or any other Lender or any of
their Related Parties and based on such documents and information as it shall
from time to time deem appropriate, continue to make its own decisions in taking
or not taking action under or based upon this Agreement, any other Loan Document
or any related agreement or any document furnished hereunder or
thereunder.

       

      9.08       
No Other Duties,
etc.  Anything herein to the contrary notwithstanding, none of
the book managers, arrangers or agents, if any, listed on the cover page hereof
shall have any powers, duties or responsibilities under this Agreement or any of
the other Loan Documents, except in its capacity, as applicable, as the
Administrative Agent, a Lender or the L/C Issuer hereunder.

       

      9.09       
Administrative Agent
May File Proofs of Claim.  In case of the pendency of any
proceeding under any Debtor Relief Law or any other judicial proceeding relative
to any Loan Party, the Administrative Agent (irrespective of whether any L/C
Obligation shall then be due and payable as herein expressed or by declaration
or otherwise and irrespective of whether the Administrative Agent shall have
made any demand on the Borrower) shall be entitled and empowered, by
intervention in such proceeding or otherwise

       

      (a)           to
file and prove a claim for the whole amount of the principal and interest owing
and unpaid in respect of the L/C Obligations and all other Obligations that are


       

      
        
          
          

        

        
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      owing and
unpaid and to file such other documents as may be necessary or advisable in
order to have the claims of the Lenders, the L/C Issuer and the Administrative
Agent (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Lenders, the L/C Issuer and the Administrative
Agent and their respective agents and counsel and all other amounts due the
Lenders, the L/C Issuer and the Administrative Agent under Sections 2.03(i)
and (j), 2.09 and 10.04) allowed in
such judicial proceeding; and

       

      (b)           to
collect and receive any monies or other property payable or deliverable on any
such claims and to distribute the same;

       

      and any
custodian, receiver, assignee, trustee, liquidator, sequestrator or other
similar official in any such judicial proceeding is hereby authorized by each
Lender and the L/C Issuer to make such payments to the Administrative Agent and,
in the event that the Administrative Agent shall consent to the making of such
payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses,
disbursements and advances of the Administrative Agent and its agents and
counsel, and any other amounts due the Administrative Agent under Sections 2.09
and 10.04.

       

      Nothing
contained herein shall be deemed to authorize the Administrative Agent to
authorize or consent to or accept or adopt on behalf of any Lender or the L/C
Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer to
authorize the Administrative Agent to vote in respect of the claim of any Lender
or the L/C Issuer in any such proceeding.

       

      9.10       
Collateral and
Guaranty Matters.

       

      (a)           The
Lenders and the L/C Issuer irrevocably authorize the Administrative Agent, at
its option and in its discretion:

       

      (i)           to
release any Lien on any property granted to or held by the Administrative Agent
under any Loan Document (A) upon termination of the Commitments, the
expiration or termination of all Letters of Credit, and payment in full of all
Obligations (other than contingent indemnification obligations) under this
Agreement and the other Loan Documents, and payment in full of all other
Obligations (as such term is defined for purposes of the Collateral Documents)
that are due and payable or otherwise accrued and owing at or prior to the time
the Obligations under this Agreement are paid, (B) that is sold or to be
sold as part of or in connection with any sale permitted hereunder or under any
other Loan Document, or (C) subject to Section 10.01,
if approved, authorized or ratified in writing by the Required
Lenders;

       

      (ii)           to
subordinate any Lien on any property granted to or held by the Administrative
Agent under any Loan Document (A) to the holder of any Lien on such
property that is permitted by Section 7.01(i),
and (B) as may be required pursuant to the Intercreditor Agreement;
and

       

      
        
          
          

        

        
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      (iii)           to
release any Guarantor from its obligations under the Guaranty if such Person
ceases to be a Subsidiary as a result of a transaction permitted
hereunder.

       

      Upon
request by the Administrative Agent at any time, the Required Lenders will
confirm in writing the Administrative Agent's authority to release or
subordinate its interest in particular types or items of Collateral, or to
release any Guarantor from its obligations under the Guaranty pursuant to this
Section 9.10.

       

      (b)           Upon
the occurrence and continuance of an Event of Default, the Lenders agree to
promptly confer in order that the Required Lenders or the Lenders, as the case
may be, may agree upon a course of action for the enforcement of the rights of
the Lenders; and the Administrative Agent shall be entitled to refrain from
taking any action (without incurring any liability to any Person for so
refraining) unless and until the Administrative Agent shall have received
instructions from the Required Lenders.  All rights of action under
the Loan Documents and all rights to the Collateral, if any, hereunder may be
enforced by the Administrative Agent and any suit or proceeding instituted by
the Administrative Agent in furtherance of such enforcement shall be brought in
its name as the Administrative Agent without the necessity of joining as
plaintiffs or defendants any other the Lender, and the recovery of any judgment
shall be for the benefit of the Lender Secured Parties subject to the expenses
of the Administrative Agent.

       

      (c)           Each
Lender authorizes and directs the Administrative Agent to enter into the
Collateral Documents for the benefit of the Lender Secured
Parties.  Except to the extent unanimity is required hereunder, each
Lender agrees that any action taken by the Required Lenders in accordance with
the provisions of the Loan Documents, and the exercise by the Required Lenders
of the powers set forth herein or therein, together with such other powers as
are reasonably incidental thereto, shall be authorized and binding upon all of
the Lenders.

       

      (d)           The
Administrative Agent is hereby authorized on behalf of all of the Lenders,
without the necessity of any notice to or further consent from any Lender, from
time to time to take any action with respect to any Collateral or Collateral
Documents which may be necessary to perfect and maintain perfected the Liens
upon the Collateral granted pursuant to the Collateral Documents.

       

      (e)           The
Administrative Agent shall have no obligation to any Lender or to any other
Person to assure that the Collateral exists or is owned by any Loan Party or is
cared for, protected, or insured or has been encumbered or that the Liens
granted to the Administrative Agent herein or pursuant hereto have been properly
or sufficiently or lawfully created, perfected, protected, or enforced, or are
entitled to any particular priority, or to exercise at all or in any particular
manner or under any duty of care, disclosure, or fidelity, or to continue
exercising, any of the rights granted or available to the Administrative Agent
in this Section 9.10 or
in any of the Collateral Documents; it being understood and agreed that in
respect of the Collateral, or any act, omission, or event related thereto, the
Administrative Agent may act in any manner it may deem

       

      
        
          
          

        

        
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      appropriate,
in its sole discretion, and that the Administrative Agent shall have no duty or
liability to any Lender, other than to act without gross negligence or willful
misconduct.

       

      (f)           In
furtherance of the authorizations set forth in this Section 9.10,
each Lender hereby irrevocably appoints the Administrative Agent its
attorney-in-fact, with full power of substitution, for and on behalf of and in
the name of each such Lender, (i) to enter into Collateral Documents
(including, without limitation, any appointments of substitute trustees under
any Collateral Document), (ii) to take action with respect to the
Collateral and Collateral Documents to perfect, maintain, and preserve the
Lender's Liens, and (iii) to execute instruments of release or to take
other action necessary to release Liens upon any Collateral to the extent
authorized in clause
(a) hereof.  This power of attorney shall be liberally, not
restrictively, construed so as to give the greatest latitude to the
Administrative Agent's power, as attorney, relative to the Collateral matters
described in this Section 9.10.  The
powers and authorities herein conferred on the Administrative Agent may be
exercised by the Administrative Agent through any Person who, at the time of the
execution of a particular instrument, is an officer of the Administrative
Agent.  The power of attorney conferred by this Section 9.10(f) is
granted for valuable consideration and is coupled with an interest and is
irrevocable so long as the Obligations, or any part thereof, shall remain unpaid
or the Lenders have any Commitments under the Loan Documents.

       

      ARTICLE
X

       

      MISCELLANEOUS

       

      10.01       
Amendments,
etc.  No amendment or waiver of any provision of this Agreement
or any other Loan Document, and no consent to any departure by the Borrower or
any other Loan Party therefrom, shall be effective unless in writing signed by
the Required Lenders and the Borrower or the applicable Loan Party, as the case
may be, and acknowledged by the Administrative Agent, and each such waiver or
consent shall be effective only in the specific instance and for the specific
purpose for which given; provided, however, that no such
amendment, waiver or consent shall:

       

      (a)           waive
any condition set forth in Section 4.01
without the written consent of each Lender;

       

      (b)           extend
or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to Section 8.02)
without the written consent of such Lender;

       

      (c)           postpone
any date fixed by this Agreement or any other Loan Document for any payment or
mandatory prepayment of principal, interest, fees or other amounts due to the
Lenders (or any of them) hereunder or under any other Loan Document without the
written consent of each Lender to whom such a payment is to be
made;

       

      (d)           reduce
the principal of, or the rate of interest specified herein on, any L/C
Borrowing, or (subject to clause (iv) of the
second proviso to this Section 10.01)
any fees

       

      
        
          
          

        

        
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      or other
amounts payable hereunder or under any other Loan Document, without the written
consent of each Lender entitled to such amount; provided, however, that only
the consent of the Required Lenders shall be necessary to amend (i) the
definition of "Default
Rate" or to waive any obligation of the Borrower to pay interest or
Letter of Credit Fees at the Default Rate or (ii) any financial covenant
hereunder (or any defined term used therein) even if the effect of such
amendment would be to reduce the rate of interest on any L/C Borrowing or to
reduce any fee payable hereunder;

       

      (e)           change
Section 2.13 or
Section 8.03 in
a manner that would alter the pro rata sharing of payments required thereby
without the written consent of each Lender;

       

      (f)           change
any provision of this Section or the definition of "Required Lenders" or
any other provision hereof specifying the number or percentage of Lenders
required to amend, waive or otherwise modify any rights hereunder or make any
determination or grant any consent hereunder, without the written consent of
each Lender;

       

      (g)           except
as provided in Section 9.10 and
except as required pursuant to the Intercreditor Agreement, release all or
substantially all of the Collateral in any transaction or series of related
transactions, without the written consent of each Lender; or

       

      (h)           release
all or substantially all of the value of the Guaranty, without the written
consent of each Lender, except to the extent the release of any Subsidiary from
the Guaranty is permitted pursuant to Section 9.10 (in
which case such release may be made by the Administrative Agent acting
alone);

       

      and, provided further, that
(i) no amendment, waiver or consent shall, unless in writing and signed by
the L/C Issuer in addition to the Lenders required above, affect the rights or
duties of the L/C Issuer under this Agreement or any Issuer Document relating to
any Letter of Credit issued or to be issued by it; (ii) no amendment,
waiver or consent shall, unless in writing and signed by the Administrative
Agent in addition to the Lenders required above, affect the rights or duties of
the Administrative Agent under this Agreement or any other Loan Document; and
(iii) the Engagement Letter may be amended, or rights or privileges
thereunder waived, in a writing executed only by the parties
thereto.  Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment,
waiver or consent hereunder, except that the Commitment of such Lender may not
be increased or extended without the consent of such Lender.

       

      If any
Lender does not consent to a proposed amendment, waiver, consent or release with
respect to any Loan Document that requires the consent of each Lender and that
has been approved by the Required Lenders, the Borrower may replace such
non-consenting Lender in accordance with Section 10.13;
provided that
such amendment, waiver, consent or release can be effected as a result of the
assignment contemplated by such Section (together with all other such
assignments required by the Borrower to be made pursuant to this
paragraph).

       

      
        
          
          

        

        
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      10.02       
Notices;
Effectiveness; Electronic Communication.

       

      (a)           Notices
Generally.  Except in the case of notices and other
communications expressly permitted to be given by telephone (and except as
provided in subsection
(b) below), all notices and other communications provided for herein
shall be in writing and shall be delivered by hand or overnight courier service,
mailed by certified or registered mail or sent by telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as
follows:

       

      (i)           if
to a Loan Party, the Administrative Agent, or the L/C Issuer, to the address,
telecopier number, electronic mail address or telephone number specified for
such Person on Schedule 10.02,
or to such other address, facsimile number, electronic mail address or telephone
number as shall be designated by such Person in writing to the other parties;
and

       

      (ii)           if
to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire, or to such
other address, facsimile number, electronic mail address or telephone number as
shall be designated by such Person in writing to the other parties.

       

      Notices
sent by hand or overnight courier service, or mailed by certified or registered
mail, shall be deemed to have been given when received; notices sent by
telecopier shall be deemed to have been given when sent (except that, if not
given during normal business hours for the recipient, shall be deemed to have
been given at the opening of business on the next business day for the
recipient).  Notices delivered through electronic communications to
the extent provided in subsection (b) below,
shall be effective as provided in such subsection
(b).

       

      (b)           Electronic
Communications.  Notices and other communications to the
Lenders and the L/C Issuer hereunder may be delivered or furnished by electronic
communication (including e-mail and Internet or intranet websites) pursuant to
procedures approved by the Administrative Agent, provided, that the foregoing
shall not apply to notices to any Lender or the L/C Issuer pursuant to Article II if
such Lender or the L/C Issuer, as applicable, has notified the Administrative
Agent that it is incapable of receiving notices under such Article by electronic
communication.  The Administrative Agent or the Borrower may, in their
own discretion, agree to accept notices and other communications to it hereunder
by electronic communications pursuant to procedures approved by it, provided, that approval of such
procedures may be limited to particular notices or communications.

       

      Unless the
Administrative Agent otherwise prescribes, (i) notices and other
communications sent to an e-mail address shall be deemed received upon the
sender's receipt of an acknowledgement from the intended recipient (such as by
the "return receipt requested" function, as available, return e-mail or other
written acknowledgement), provided, that if such notice
or other communication is not sent during the normal business hours of the
recipient, such notice or communication shall be deemed to have

       

      
        
          
          

        

        
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      been sent
at the opening of business on the next business day for the recipient, and
(ii) notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at
its e-mail address as described in the foregoing clause (i) of
notification that such notice or communication is available and identifying the
website address therefor.

       

      (c)           The
Platform.  THE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE." THE
AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF
THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM
LIABILITY FOR ERRORS IN OR OMISSIONS FROM THE BORROWER MATERIALS.  NO
WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD
PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT
PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM.  In
no event shall the Administrative Agent or any of its Related Parties
(collectively, the "Agent Parties") have
any liability to the Borrower, any Lender, the L/C Issuer or any other Person
for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Borrower's or the Administrative
Agent's transmission of Borrower Materials through the Internet, except to the
extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and nonappealable judgment to
have resulted from the gross negligence or willful misconduct of such Agent
Party; provided, however, that in no
event shall any Agent Party have any liability to the Borrower, any Lender, the
L/C Issuer or any other Person for indirect, special, incidental, consequential
or punitive damages (as opposed to direct or actual damages).

       

      (d)           Change of Address,
Etc.  The Borrower, the Administrative Agent and the L/C Issuer
may change its address, telecopier or telephone number for notices and other
communications hereunder by notice to the other parties hereto.  Each
other Lender may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the Borrower, the Administrative
Agent and the L/C Issuer.  In addition, each Lender agrees to notify
the Administrative Agent from time to time to ensure that the Administrative
Agent has on record (i) an effective address, contact name, telephone
number, telecopier number and electronic mail address to which notices and other
communications may be sent and (ii) accurate wire instructions for such
Lender.

       

      Furthermore,
each Public Lender agrees to cause at least one individual at or on behalf of
such Public Lender to at all times have selected the "Private Side Information"
or similar designation on the content declaration screen of the Platform in
order to enable such Public Lender or its delegate, in accordance with such
Public Lender's compliance procedures and applicable Law, including United
States Federal and state securities Laws, to make reference to Borrower
Materials that are not made available through the "Public Side Information"
portion of the Platform and that may contain material non-public information
with respect to the Borrower or its securities for purposes of United States
Federal or state securities laws.

       

      
        
          
          

        

        
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      (e)           Reliance by Administrative
Agent, L/C Issuer and Lenders.  The Administrative Agent, the
L/C Issuer and the Lenders shall be entitled to rely and act upon any notices
purportedly given by or on behalf of the Borrower even if (i) such notices
were not made in a manner specified herein, were incomplete or were not preceded
or followed by any other form of notice specified herein, or (ii) the terms
thereof, as understood by the recipient, varied from any confirmation
thereof.  The Borrower agrees to indemnify the Administrative Agent,
the L/C Issuer, each Lender and the Related Parties of each of them from all
losses, costs, expenses and liabilities resulting from the reliance by such
Person on each notice purportedly given by or on behalf of the
Borrower.  All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the
Administrative Agent, and each of the parties hereto hereby consents to such
recording.

       

      10.03       
No Waiver; Cumulative
Remedies.  No failure by any Lender, the L/C Issuer or the
Administrative Agent to exercise, and no delay by any such Person in exercising,
any right, remedy, power or privilege hereunder shall operate as a waiver
thereof; nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.  The rights,
remedies, powers and privileges herein provided are cumulative and not exclusive
of any rights, remedies, powers and privileges provided by law.

       

      10.04       
Expenses; Indemnity;
Damage Waiver.

       

      (a)           Costs and
Expenses.  The Borrower agrees to pay (i) all reasonable
out-of-pocket expenses incurred by the Administrative Agent and its Affiliates
(including the reasonable fees, charges and disbursements of counsel for the
Administrative Agent), in connection with the preparation, negotiation,
execution, delivery and administration of this Agreement and the other Loan
Documents or any amendments, modifications or waivers of the provisions hereof
or thereof (whether or not the transactions contemplated hereby or thereby shall
be consummated), (ii) all reasonable out-of-pocket expenses incurred by the
L/C Issuer in connection with the issuance, amendment, renewal or extension of
any Letter of Credit or any demand for payment thereunder and (iii) all
out-of-pocket expenses incurred by the Administrative Agent, any Lender or the
L/C Issuer (including the fees, charges and disbursements of any counsel for the
Administrative Agent, any Lender or the L/C Issuer) in connection with the
enforcement or protection of its rights (A) in connection with this
Agreement and the other Loan Documents, including its rights under this Section,
or (B) in connection with the Letters of Credit issued hereunder, including
all such out-of-pocket expenses incurred during any workout, restructuring or
negotiations in respect of such Letters of Credit.

       

      (b)           Indemnification by the
Borrower.  The Borrower agrees to indemnify the Administrative
Agent (and any sub-agent thereof), each Lender and the L/C Issuer, and each
Related Party of any of the foregoing Persons (each such Person being called an
"Indemnitee")
against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, liabilities and related expenses (including the reasonable fees,
charges and disbursements of any counsel for any Indemnitee) incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by the
Borrower or any other Loan 

       

      
        
          
          

        

        
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      Party
arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or
instrument contemplated hereby or thereby, the performance by the parties hereto
of their respective obligations hereunder or thereunder, the consummation of the
transactions contemplated hereby or thereby, or, in the case of the
Administrative Agent (and any sub-agent thereof) and its Related Parties only,
the administration of this Agreement and the other Loan Documents, (ii) any
Letter of Credit or the use or proposed use of the proceeds therefrom (including
any refusal by the L/C Issuer to honor a demand for payment under a Letter of
Credit if the documents presented in connection with such demand do not strictly
comply with the terms of such Letter of Credit), (iii) any actual or alleged
presence or release of Hazardous Materials on or from any property owned or
operated by the Borrower or any of its Subsidiaries, or any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries, or
(iv) any actual or prospective claim, litigation, investigation or
proceeding relating to any of the foregoing, whether based on contract, tort or
any other theory, whether brought by a third party or by the Borrower or any
other Loan Party, and regardless of whether any Indemnitee is a party thereto,
IN ALL CASES, WHETHER OR NOT
CAUSED BY OR ARISING, IN WHOLE OR IN PART, OUT OF THE COMPARATIVE, CONTRIBUTORY
OR SOLE NEGLIGENCE OF THE INDEMNITEE; provided, that such indemnity
shall not, as to any Indemnitee, be available to the extent that such losses,
claims, damages, liabilities or related expenses (x) are determined by a
court of competent jurisdiction by final and nonappealable judgment to have
resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by the Borrower or any other Loan Party against
an Indemnitee for breach in bad faith of such Indemnitee's obligations hereunder
or under any other Loan Document, if the Borrower or such Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as
determined by a court of competent jurisdiction.

       

      (c)           Reimbursement by
Lenders.  To the extent that the Borrower for any reason fail
to indefeasibly pay any amount required under subsection (a) or
(b) of this
Section to be paid by them to the Administrative Agent (or any sub-agent
thereof), the L/C Issuer or any Related Party of any of the foregoing, each
Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such
Lender's Applicable Percentage (determined as of the time that the applicable
unreimbursed expense or indemnity payment is sought) of such unpaid amount,
provided, that the unreimbursed
expense or indemnified loss, claim, damage, liability or related expense, as the
case may be, was incurred by or asserted against the Administrative Agent (or
any such sub-agent) or the L/C Issuer in its capacity as such, or against any
Related Party of any of the foregoing acting for the Administrative Agent (or
any such sub-agent) or L/C Issuer in connection with such
capacity.  The obligations of the Lenders under this subsection (c) are
subject to the provisions of Section 2.12(d).

       

      (d)           Waiver of Consequential
Damages, Etc.  To the fullest extent permitted by applicable
law, the Borrower shall not assert, and hereby waives, any claim against any
Indemnitee, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in
connection with, or as

       

      
        
          
          

        

        
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      a result
of, this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby, the transactions contemplated hereby or thereby, any Letter
of Credit or the use of the proceeds thereof.  No Indemnitee referred
to in subsection (b)
above shall be liable for any damages arising from the use by unintended
recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in
connection with this Agreement or the other Loan Documents or the transactions
contemplated hereby or thereby.

       

      (e)           Payments.  All
amounts due under this Section shall be payable not later than ten Business Days
after demand therefor.

       

      (f)           Survival.  The
agreements in this Section shall survive the resignation of the Administrative
Agent and the L/C Issuer, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the
other Obligations.

       

      10.05       
Payments Set
Aside.  To the extent that any payment by or on behalf of the
Borrower is made to the Administrative Agent, the L/C Issuer or any Lender, or
the Administrative Agent, the L/C Issuer or any Lender exercises its right of
setoff, and such payment or the proceeds of such setoff or any part thereof is
subsequently invalidated, declared to be fraudulent or preferential, set aside
or required (including pursuant to any settlement entered into by the
Administrative Agent, the L/C Issuer or such Lender in its discretion) to be
repaid to a trustee, receiver or any other party, in connection with any
proceeding under any Debtor Relief Law or otherwise, then (a) to the extent
of such recovery, the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such setoff had not occurred, and (b) each
Lender and the L/C Issuer severally agrees to pay to the Administrative Agent
upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from
the date of such demand to the date such payment is made at a rate per annum
equal to the Federal Funds Rate from time to time in effect.  The
obligations of the Lenders and the L/C Issuer under clause (b) of the
preceding sentence shall survive the payment in full of the Obligations and the
termination of this Agreement.

       

      10.06       
Successors and
Assigns.

       

      (a)           Successors and Assigns
Generally.  The provisions of this Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby, except that the Borrower may not assign
or otherwise transfer any of its rights or obligations hereunder without the
prior written consent of the Administrative Agent and each Lender and no Lender
may assign or otherwise transfer any of its rights or obligations hereunder
except (i) to an assignee in accordance with the provisions of subsection (b) of
this Section 10.06,
(ii) by way of participation in accordance with the provisions of subsection (d) of
this Section 10.06,
and (iii) by way of pledge or assignment of a security interest subject to
the restrictions of subsection (f) of
this Section 10.06,
(and any other attempted assignment or transfer by any party hereto shall be
null and void).  Nothing in this Agreement, expressed or implied,
shall be construed to confer upon any Person (other than the parties hereto,
their

       

      
        
          
          

        

        
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      respective
successors and assigns permitted hereby, Participants to the extent provided in
subsection (d)
of this Section 10.06,
and, to the extent expressly contemplated hereby, the Related Parties of each of
the Administrative Agent, the L/C Issuer and the Lenders) any legal or equitable
right, remedy or claim under or by reason of this Agreement.

       

      (b)           Assignments by
Lenders.  Any Lender may at any time assign to one or more
assignees all or a portion of its rights and obligations under this Agreement
(including all or a portion of its Commitment and the L/C Advances (including
for purposes of this subsection (b),
participations in L/C Obligations) at the time owing to it); provided that any
such assignment shall be subject to the following conditions:

       

      (i)           Minimum
Amounts.

       

      (A)           in
the case of an assignment of the entire remaining amount of the assigning
Lender's Commitment and the L/C Advances at the time owing to it or in the case
of an assignment to a Lender, an Affiliate of a Lender or an Approved Fund, no
minimum amount need be assigned; and

       

      (B)           in
any case not described in subsection (b)(i)(A)
of this Section, the aggregate amount of the Commitment (which for this purpose
includes L/C Advances outstanding thereunder) or, if the Commitment is not then
in effect, the principal outstanding balance of the L/C Advances of the
assigning Lender subject to each such assignment, determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the
Administrative Agent or, if "Trade Date" is
specified in the Assignment and Assumption, as of the Trade Date, shall not be
less than $5,000,000 unless each of the Administrative Agent and, so long as no
Event of Default has occurred and is continuing, the Borrower otherwise consents
(each such consent not to be unreasonably withheld or delayed); provided, however, that
concurrent assignments to members of an Assignee Group and concurrent
assignments from members of an Assignee Group to a single Eligible Assignee (or
to an Eligible Assignee and members of its Assignee Group) will be treated as a
single assignment for purposes of determining whether such minimum amount has
been met;

       

      (ii)           Proportionate
Amounts.  Each partial assignment shall be made as an
assignment of a proportionate part of all the assigning Lender's rights and
obligations under this Agreement with respect to the L/C Advances or the
Commitment assigned;

       

      (iii)         
Required
Consents.  No consent shall be required for any assignment
except to the extent required by subsection (b)(i)(B)
of this Section and, in addition:

       

      (A)           the
consent of the Borrower (such consent not to be unreasonably withheld or
delayed) shall be required unless (1) an Event of Default has occurred and
is continuing at the time of such assignment or

       

      
        
          
          

        

        
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      (2) such
assignment is to a Lender, an Affiliate of a Lender or an Approved
Fund;

       

      (B)           the
consent of the Administrative Agent (such consent not to be unreasonably
withheld or delayed) shall be required if such assignment is to a Person that is
not a Lender, an Affiliate of such Lender or an Approved Fund with respect to
such Lender; and

       

      (C)           the
consent of the L/C Issuer (such consent not to be unreasonably withheld or
delayed) shall be required for any assignment that increases the obligation of
the assignee to participate in exposure under one or more Letters of Credit
(whether or not then outstanding).

       

      (iv)       
Assignment and
Assumption.  The parties to each assignment shall execute and
deliver to the Administrative Agent an Assignment and Assumption, together with
a processing and recordation fee in the amount of $3,500; provided, however, that the
Administrative Agent may, in its sole discretion, elect to waive such processing
and recordation fee in the case of any assignment.  The assignee, if
it is not a Lender, shall deliver to the Administrative Agent an Administrative
Questionnaire.

       

      (v)          No Assignment to
Borrower.  No such assignment shall be made to the Borrower or
any of the Borrower's Affiliates or Subsidiaries.

       

      (vi)        
No Assignment to
Natural Persons.  No such assignment shall be made to a natural
person.

       

      Subject to
acceptance and recording thereof by the Administrative Agent pursuant to subsection (c) of
this Section, from and after the effective date specified in each Assignment and
Assumption, the assignee thereunder shall be a party to this Agreement and, to
the extent of the interest assigned by such Assignment and Assumption, have the
rights and obligations of a Lender under this Agreement, and the assigning
Lender thereunder shall, to the extent of the interest assigned by such
Assignment and Assumption, be released from its obligations under this Agreement
(and, in the case of an Assignment and Assumption covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to
be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01,
3.04 and 10.04 with respect to
facts and circumstances occurring prior to the effective date of such
assignment.  Any assignment or transfer by a Lender of rights or
obligations under this Agreement that does not comply with this subsection shall
be treated for purposes of this Agreement as a sale by such Lender of a
participation in such rights and obligations in accordance with subsection (d) of
this Section.

       

      (c)           Register.  The
Administrative Agent, acting solely for this purpose as an agent of the
Borrower, shall maintain at the Administrative Agent's Office a copy of each
Assignment and Assumption delivered to it and a register for the recordation of
the names and addresses of the Lenders, and the Commitments of, and principal
amounts of

       

      
        
          
          

        

        
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      the L/C
Advances and L/C Obligations owing to, each Lender pursuant to the terms hereof
from time to time (the "Register").  The
entries in the Register shall be conclusive, and the Borrower, the
Administrative Agent and the Lenders may treat each Person whose name is
recorded in the Register pursuant to the terms hereof as a Lender hereunder for
all purposes of this Agreement, notwithstanding notice to the
contrary.  The Register shall be available for inspection by the
Borrower and any Lender, at any reasonable time and from time to time upon
reasonable prior notice.

       

      (d)           Participations.  Any
Lender may at any time, without the consent of, or notice to, the Borrower or
the Administrative Agent, sell participations to any Person (other than a
natural person or the Borrower or any of the Borrower's Affiliates or
Subsidiaries) (each, a "Participant") in all
or a portion of such Lender's rights and/or obligations under this Agreement
(including all or a portion of its Commitment and/or such Lender's
participations in L/C Obligations owing to it); provided, that (i) such
Lender's obligations under this Agreement shall remain unchanged, (ii) such
Lender shall remain solely responsible to the other parties hereto for the
performance of such obligations and (iii) the Borrower, the Administrative
Agent, the Lenders and the L/C Issuer shall continue to deal solely and directly
with such Lender in connection with such Lender's rights and obligations under
this Agreement.

       

      Any
agreement or instrument pursuant to which a Lender sells such a participation
shall provide that such Lender shall retain the sole right to enforce this
Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided, that such agreement
or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in
the first proviso to Section 10.01
that affects such Participant.  Subject to subsection (e) of
this Section, the Borrower agrees that each Participant shall be entitled to the
benefits of Sections 3.01
and 3.04 to the same extent as if
it were a Lender and had acquired its interest by assignment pursuant to subsection (b) of
this Section.  To the extent permitted by law, each Participant also
shall be entitled to the benefits of Section 10.08 as
though it were a Lender, provided such Participant agrees to be subject to Section 2.13 as
though it were a Lender.

       

      (e)           Limitations upon Participant
Rights.  A Participant shall not be entitled to receive any
greater payment under Sections 3.01 or
3.04 than the applicable
Lender would have been entitled to receive with respect to the participation
sold to such Participant, unless the sale of the participation to such
Participant is made with the Borrower's prior written consent.  A
Participant that would be a Foreign Lender if it were a Lender shall not be
entitled to the benefits of Section 3.01
unless the Borrower is notified of the participation sold to such Participant
and such Participant agrees, for the benefit of the Borrower, to comply with
Section 3.01(e)
as though it were a Lender.

       

      (f)           Certain
Pledges.  Any Lender may at any time pledge or assign a
security interest in all or any portion of its rights under this Agreement
(including under its Note, if any) to secure obligations of such Lender,
including any pledge or assignment to secure obligations to a Federal Reserve
Bank; provided,
that no such
pledge or assignment shall

       

      
        
          
          

        

        
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      release
such Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.

       

      (g)           Electronic Execution of
Assignments.  The words "execution," "signed," "signature," and words
of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of
which shall be of the same legal effect, validity or enforceability as a
manually executed signature or the use of a paper-based recordkeeping system, as
the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any other similar
state laws based on the Uniform Electronic Transactions Act.

       

      (h)           Resignation as L/C Issuer
after Assignment.  Notwithstanding anything to the contrary
contained herein, if at any time Bank of America assigns all of its Commitment,
L/C Advances and participations in L/C Obligations pursuant to subsection (b) above,
Bank of America may, upon 30 days' notice to the Borrower and the Lenders,
resign as L/C Issuer.  In the event of any such resignation as L/C
Issuer, the Borrower shall be entitled to appoint from among the Lenders a
successor L/C Issuer hereunder; provided, however, that no
failure by the Borrower to appoint any such successor shall affect the
resignation of Bank of America as L/C Issuer.  If Bank of America
resigns as L/C Issuer, it shall retain all the rights and obligations of the L/C
Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with
respect thereto (including the right to require the Lenders to fund risk
participations in Unreimbursed Amounts pursuant to Section 2.03(c)).  Upon
the appointment of a successor L/C Issuer, (a) such successor shall succeed
to and become vested with all of the rights, powers, privileges and duties of
the retiring L/C Issuer, as the case may be, and (b) the successor L/C
Issuer shall issue letters of credit in substitution for the Letters of Credit,
if any, outstanding at the time of such succession or make other arrangements
satisfactory to Bank of America to effectively assume the obligations of Bank of
America with respect to such Letters of Credit.

       

      10.07       
Treatment of Certain
Information; Confidentiality.  Each of the Administrative
Agent, the Lenders and the L/C Issuer agree to maintain the confidentiality of
the Information (as defined below), except that Information may be disclosed (a)
to its Affiliates and to its and its Affiliates' respective partners, directors,
officers, employees, agents, advisors and representatives (it being understood
that the Persons to whom such disclosure is made will be informed of the
confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority
purporting to have jurisdiction over it (including any self-regulatory
authority, such as the National Association of Insurance Commissioners),
(c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto,
(e) in connection with the exercise of any remedies hereunder or under any
other Loan Document or any action or proceeding relating to this Agreement or
any other Loan Document or the enforcement of rights hereunder or thereunder,
(f) subject to an agreement containing provisions substantially the same as
those of this Section, to (i) any assignee of or Participant

       

      
        
          
          

        

        
          L/C CREDIT
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      in, or any
prospective assignee of or Participant in, any of its rights or obligations
under this Agreement or any Eligible Assignee invited to be a Lender pursuant to
Section 2.16(c),
(ii) any pledge referred to in Section 10.06(f),
or (iii) any actual or prospective counterparty (or its advisors) to any
swap or derivative transaction relating to the Borrower and its obligations, (g)
with the consent of the Borrower or (h) to the extent such Information
(x) becomes publicly available other than as a result of a breach of this
Section or (y) becomes available to the Administrative Agent, any Lender,
the L/C Issuer or any of their respective Affiliates on a nonconfidential basis
from a source other than the Borrower.

       

      For
purposes of this Section, "Information" means
all information received from the Borrower or any Subsidiary relating to the
Borrower or any Subsidiary or any of their respective businesses, other than any
such information that is available to the Administrative Agent, any Lender or
the L/C Issuer on a nonconfidential basis prior to disclosure by the Borrower or
any Subsidiary, provided, that, in the case of
information received from the Borrower or any Subsidiary after the date hereof,
such information is clearly identified at the time of delivery as
confidential.  Any Person required to maintain the confidentiality of
Information as provided in this Section shall be considered to have complied
with its obligation to do so if such Person has exercised the same degree of
care to maintain the confidentiality of such Information as such Person would
accord to its own confidential information.

       

      Each of
the Administrative Agent, the Lenders and the L/C Issuer acknowledge that
(a) the Information may include material non-public information concerning
the Borrower or a Subsidiary, as the case may be, (b) it has developed
compliance procedures regarding the use of material non-public information and
(c) it will handle such material non-public information in accordance with
applicable Law, including United States Federal and state securities
Laws.

       

      10.08       
Right of
Setoff.  If an Event of Default shall have occurred and be
continuing, Administrative Agent, each Lender, the L/C Issuer and each of their
respective Affiliates, is hereby authorized at any time and from time to time,
to the fullest extent permitted by applicable law, to set off and apply any and
all deposits (general or special, time or demand, provisional or final, in
whatever currency) at any time held and other obligations (in whatever currency)
at any time owing by Administrative Agent, such Lender, the L/C Issuer or any
such Affiliate to or for the credit or the account of the Borrower or any other
Loan Party against any and all of the obligations of the Borrower or such Loan
Party now or hereafter existing under this Agreement or any other Loan Document
to Administrative Agent, such Lender, the L/C Issuer or any such Affiliate,
irrespective of whether or not Administrative Agent, such Lender or the L/C
Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of the Borrower or such Loan Party may be
contingent or unmatured or are owed to a branch or office of Administrative
Agent, such Lender or the L/ C Issuer different from the branch or office
holding such deposit or obligated on such indebtedness.  The rights of
Administrative Agent, each Lender, the L/C Issuer and their respective
Affiliates under this Section are in addition to other rights and remedies
(including other rights of setoff) that Administrative Agent, such Lender, the
L/C Issuer or their respective Affiliates may have.  Administrative
Agent, each Lender and the L/C Issuer agree to notify the Borrower, and each
Lender shall notify the Administrative Agent, promptly after any such setoff and
application, provided, that the failure to
give such notice shall not affect the validity of such setoff and
application.

       

      
        
          
          

        

        
          L/C CREDIT
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      10.09       
Interest Rate
Limitation.  Notwithstanding anything to the contrary contained
in any Loan Document, the interest paid or agreed to be paid under the Loan
Documents shall not exceed the maximum rate of non-usurious interest permitted
by applicable Law (the "Maximum
Rate").  If the Administrative Agent or any Lender shall
receive interest in an amount that exceeds the Maximum Rate, the excess interest
shall be applied to the principal of the L/C Borrowings or L/C Advances or, if
it exceeds such unpaid principal, refunded to the Borrower.  In
determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to
the extent permitted by applicable Law, (a) characterize any payment that
is not principal as an expense, fee, or premium rather than interest,
(b) exclude voluntary prepayments and the effects thereof, and (c)
amortize, prorate, allocate, and spread in equal or unequal parts the total
amount of interest throughout the contemplated term of the Obligations
hereunder.

       

      10.10       
Counterparts;
Integration; Effectiveness.  This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each
of which shall constitute an original, but all of which when taken together
shall constitute a single contract.  This Agreement and the other Loan
Documents constitute the entire contract among the parties relating to the
subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter
hereof.  Except as provided in Section 4.01,
this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received
counterparts hereof that, when taken together, bear the signatures of each of
the other parties hereto.

       

      Delivery
of an executed counterpart of a signature page of this Agreement by telecopy
shall be effective as delivery of a manually executed counterpart of this
Agreement.

       

      10.11       
Survival of
Representations and Warranties.  All representations and
warranties made hereunder and in any other Loan Document or other document
delivered pursuant hereto or thereto or in connection herewith or therewith
shall survive the execution and delivery hereof and thereof.  Such
representations and warranties have been or will be relied upon by the
Administrative Agent and each Lender, regardless of any investigation made by
the Administrative Agent or any Lender or on their behalf and notwithstanding
that the Administrative Agent or any Lender may have had notice or knowledge of
any Default at the time of any L/C Credit Extension, and shall continue in full
force and effect as long as any Loan or any other Obligation hereunder shall
remain unpaid or unsatisfied or any Letter of Credit shall remain
outstanding.

       

      10.12       
Severability.  If
any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (a) the legality, validity and
enforceability of the remaining provisions of this Agreement and the other Loan
Documents shall not be affected or impaired thereby and (b) the parties
shall endeavor in good faith negotiations to replace the illegal, invalid or
unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable
provisions.  The invalidity of a provision in a particular
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

       

      
        
          
          

        

        
          L/C CREDIT
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      10.13       
Replacement of
Lenders.  If any Lender requests compensation under Section 3.04, or
if the Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to Section 3.01, or
if any Lender is a Defaulting Lender, or if the Borrower has the right to
replace a Lender pursuant to Section 10.01 or
if any other circumstance exists hereunder that gives the Borrower the right to
replace a Lender as a party hereto, then the Borrower may, at its expense and
effort, upon notice to such Lender and the Administrative Agent, require such
Lender to assign and delegate, without recourse (in accordance with and subject
to the restrictions contained in, and consents required by, Section 10.06), all
of its interests, rights and obligations under this Agreement and the related
Loan Documents to an assignee that shall assume such obligations (which assignee
may be another Lender, if a Lender accepts such assignment), provided, that:

       

      (a)           the
Borrower shall have paid to the Administrative Agent the assignment fee
specified in Section 10.06(b);

       

      (b)           such
Lender shall have received payment of an amount equal to the outstanding
principal of its L/C Advances, accrued interest thereon, accrued fees and all
other amounts payable to it hereunder and under the other Loan Documents from
the assignee (to the extent of such outstanding principal and accrued interest
and fees) or the Borrower (in the case of all other amounts);

       

      (c)           in
the case of any such assignment resulting from a claim for compensation under
Section 3.04 or
payments required to be made pursuant to Section 3.01,
such assignment will result in a reduction in such compensation or payments
thereafter; and

       

      (d)           such
assignment does not conflict with applicable Laws.

       

      A Lender
shall not be required to make any such assignment or delegation if, prior
thereto, as a result of a waiver by such Lender or otherwise, the circumstances
entitling the Borrower to require such assignment and delegation cease to
apply.

       

      10.14                      Governing Law; Jurisdiction;
etc.

       

      (a)           GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

       

      (b)           SUBMISSION TO
JURISDICTION.  THE BORROWER AND EACH OTHER LOAN PARTY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK SITTING IN NEW
YORK, NEW YORK AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT
OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE
PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT 

       

      
        
          
          

        

        
          L/C CREDIT
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      ALL CLAIMS
IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH
NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT.  EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.  NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE
L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST THE BORROWER OR ANY OTHER LOAN
PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.

       

      (c)           WAIVER OF
VENUE.  THE BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (b) OF THIS
SECTION.  EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM
TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.

       

      (d)           SERVICE OF
PROCESS.  EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF
PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
10.02.  NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY
PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE
LAW.

       

      10.15       
Waiver of Jury
Trial.  EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY).  EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE
THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES
HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS
SECTION.

       

      
        
          
          

        

        
          L/C CREDIT
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      10.16       
No Advisory or
Fiduciary Responsibility.  In connection with all aspects of
each transaction contemplated hereby (including in connection with any
amendment, waiver or other modification hereof or of any other Loan Document),
the Borrower acknowledges and agrees, and acknowledges its Affiliates'
understanding, that: (i) (A) the arranging and other services regarding
this Agreement provided by the Administrative Agent and the Arranger are
arm's-length commercial transactions between the Borrower and its Affiliates, on
the one hand, and the Administrative Agent and the Arranger, on the other hand,
(B) the Borrower has consulted its own legal, accounting, regulatory and
tax advisors to the extent it has deemed appropriate, and (C) the Borrower
is capable of evaluating, and understands and accepts, the terms, risks and
conditions of the transactions contemplated hereby and by the other Loan
Documents; (ii) (A) the Administrative Agent and the Arranger each is
and has been acting solely as a principal and, except as expressly agreed in
writing by the relevant parties, has not been, is not, and will not be acting as
an advisor, agent or fiduciary for the Borrower or any of its Affiliates, or any
other Person and (B) neither the Administrative Agent nor the Arranger has
any obligation to the Borrower or any of its Affiliates with respect to the
transactions contemplated hereby except those obligations expressly set forth
herein and in the other Loan Documents; and (iii) the Administrative Agent
and the Arranger and their respective Affiliates may be engaged in a broad range
of transactions that involve interests that differ from those of the Borrower
and its Affiliates, and neither the Administrative Agent nor the Arranger has
any obligation to disclose any of such interests to the Borrower or its
Affiliates.  To the fullest extent permitted by law, the Borrower
hereby waives and releases any claims that it may have against the
Administrative Agent and the Arranger with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any
transaction contemplated hereby.

       

      10.17       
USA Patriot Act
Notice.  Each Lender that is subject to the Act (as hereinafter
defined) and the Administrative Agent (for itself and not on behalf of any
Lender) hereby notifies the Borrower that pursuant to the requirements of the
USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26,
2001)) (the "Act"), it is required
to obtain, verify and record information that identifies the Borrower, which
information includes the name and address of the Borrower and other information
that will allow such Lender or the Administrative Agent, as applicable, to
identify the Borrower in accordance with the Act.

       

      10.18       
OTHER LIENS ON
COLLATERAL; TERMS OF INTERCREDITOR AGREEMENT; ETC.

       

      (a)           EACH
LENDER PARTY HERETO UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT LIENS MAY BE
CREATED ON THE COLLATERAL PURSUANT TO THE REVOLVER LOAN DOCUMENTS AND THE TERM
LOAN DOCUMENTS, WHICH LIENS ON THE REVOLVER PRIORITY COLLATERAL SHALL BE
REQUIRED TO BE PARI
PASSU TO THE LIENS CREATED PURSUANT TO THE LOAN DOCUMENTS IN ACCORDANCE
WITH THE TERMS OF THE L/C INTERCREDITOR AGREEMENT.  NOTWITHSTANDING
ANYTHING HEREIN OR IN ANY LOAN DOCUMENT TO THE CONTRARY, THE LIENS AND SECURITY
INTEREST GRANTED TO THE ADMINISTRATIVE AGENT PURSUANT TO THE VARIOUS LOAN
DOCUMENTS AND THE EXERCISE OF ANY RIGHT OR REMEDY BY THE ADMINISTRATIVE AGENT
PURSUANT TO THE LOAN DOCUMENTS ARE SUBJECT TO THE

       

      
        
          
          

        

        
          L/C CREDIT
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      PROVISIONS
OF THE INTERCREDITOR AGREEMENT AND THE L/C INTERCREDITOR
AGREEMENT.  THE INTERCREDITOR AGREEMENT AND THE L/C INTERCREDITOR
AGREEMENT ALSO CONTAIN CERTAIN PROVISIONS PROVIDING FOR RELEASES OF COLLATERAL
PURSUANT TO THE LOAN DOCUMENTS IN THE EVENT THAT SUCH COLLATERAL IS RELEASED
PURSUANT TO THE TERM LOAN DOCUMENTS OR THE REVOLVER LOAN
DOCUMENTS.  PURSUANT TO THE TERMS OF THE INTERCREDITOR AGREEMENT, IN
THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE INTERCREDITOR AGREEMENT AND
ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE INTERCREDITOR AGREEMENT SHALL
GOVERN AND CONTROL.  PURSUANT TO THE TERMS OF THE L/C INTERCREDITOR
AGREEMENT, IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THE LC
INTERCREDITOR AGREEMENT AND ANY OF THE LOAN DOCUMENTS, THE PROVISIONS OF THE LC
INTERCREDITOR AGREEMENT SHALL GOVERN AND CONTROL.

       

      (b)           EACH
LENDER AUTHORIZES AND INSTRUCTS THE ADMINISTRATIVE AGENT TO ENTER INTO THE
INTERCREDITOR AGREEMENT AND THE L/C INTERCREDITOR AGREEMENT ON BEHALF OF THE
LENDERS, AND TO TAKE ALL ACTIONS (AND EXECUTE ALL DOCUMENTS) REQUIRED (OR DEEMED
ADVISABLE) BY IT IN ACCORDANCE WITH THE TERMS OF THE INTERCREDITOR AGREEMENT AND
THE L/C INTERCREDITOR AGREEMENT.

       

      (c)           THE
PROVISIONS OF THIS SECTION 10.18 ARE NOT
INTENDED TO SUMMARIZE ALL RELEVANT PROVISIONS OF THE INTERCREDITOR AGREEMENT OR
THE L/C INTERCREDITOR AGREEMENT, THE FORM OF WHICH IS ATTACHED AS AN EXHIBIT TO
THIS AGREEMENT.  REFERENCE MUST BE MADE TO THE INTERCREDITOR AGREEMENT
OR THE L/C INTERCREDITOR AGREEMENT ITSELF TO UNDERSTAND ALL THE TERMS AND
CONDITIONS THEREOF.  EACH LENDER IS RESPONSIBLE FOR MAKING ITS OWN
ANALYSIS AND REVIEW OF THE INTERCREDITOR AGREEMENT OR THE L/C INTERCREDITOR
AGREEMENT AND THE TERMS AND PROVISIONS THEREOF, AND NEITHER THE ADMINISTRATIVE
AGENT NOR ANY OF ITS AFFILIATES MAKES ANY REPRESENTATION TO ANY LENDER AS TO THE
SUFFICIENCY OR ADVISABILITY OF THE PROVISIONS CONTAINED IN THE INTERCREDITOR
AGREEMENT OR THE L/C INTERCREDITOR AGREEMENT.

       

      (d)           Administrative
Agent shall notify the Lenders of any amendment, modification or waiver of the
Intercreditor Agreement or the L/C Intercreditor Agreement.

       

      10.19       
Reserved.

       

      10.20       
Reserved.

       

      
        
          
          

        

        
          L/C CREDIT
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      10.21       
ENTIRE
AGREEMENT.  THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT AMONG THE PARTIES AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL
AGREEMENTS OF THE PARTIES.  THERE ARE NO UNWRITTEN ORAL AGREEMENTS
AMONG THE PARTIES.

       

      [Remainder
of Page Intentionally Left Blank.  Signature Pages
Follow.]

       

      
        
          
          

        

        
          L/C CREDIT
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      IN WITNESS WHEREOF, the
parties hereto have caused this Agreement to be duly executed as of the date
first above written.

       

      
        
          	 	WESTERN
      REFINING, INC.,	 
	 	a Delaware
      corporation, as Borrower	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Scott D.
      Weaver	 
	 	Name:
        	Scott D. Weaver	 
	 	Title:	Vice President & Assistant Secretary	 


        

         

      

      
        
          
          

        

        
          L/C CREDIT
AGREEMENT - Signature Page

          
            

          

        

        
          
          

        

        
           

          
            
              	 	BANK
      OF AMERICA, N.A.,	 
	 	as Administrative
      Agent	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tyler D.
      Levings	 
	 	Name:
        	Tyler D.
      Levings	 
	 	Title:	Senior Vice
      President	 


            

             

          

          
            
              
              

            

            
              L/C CREDIT
AGREEMENT - Signature Page

              
                

              

            

            
              
              

            

            
               

              
                
                  	 	BANK
      OF AMERICA, N.A.,	 
	 	as L/C Issuer and a
      Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Tyler D.
      Levings	 
	 	Name:
        	Tyler D.
      Levings	 
	 	Title:	Senior Vice
      President	 


                

                 

              

              
                
                  
                  

                

                
                  L/C CREDIT
AGREEMENT - Signature Page

                  
                    

                  

                

                
                  
                  

                

                
                   

                  
                    
                      	 	ABN
      AMRO BANK N.V.,	 
	 	as a Lender	 
	 	 	 	 
	 	 	 	 
	 	By:	/s/ Jamie
      Conn	 
	 	Name:
        	Jamie
      Conn	 
	 	Title:	Managing
      Director	 


                    

                     

                    
                      	
                            	By:	/s/ John
      Reed	 
	 	Name:
        	John
      Reed	 
	 	Title:	Director	 


                    

                     

                     

                    L/C CREDIT AGREEMENT - Signature
Page